Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.13(a) or 3.02(b), (ii) any Lender suspends its obligation to continue, or if any Lender gives notice to the Borrower Convert Advances into, Eurodollar Rate Advances pursuant to Section 3.032.03(c)(ii) or Section 2.11, or if the Borrower is required to pay any additional amount to (iii) any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is becomes a Defaulting Lender, or if (iv) any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (any matter for which such Lender’s consent is needed, a “Subject Lender”), then (A) in the Borrower case of a Defaulting Lender, the Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.12) 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); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable lawsLegal Requirements; and (eE) in with respect to a Non-Consenting Lender, the case of proposed agreement, amendment, waiver, consent or release with respect to this Agreement or any such assignment resulting from a failure other Loan Document (including any increases to consent to an amendment or waiver the Borrowing Base) has been approved by the Required LendersLenders and such agreement, such assignee shall have consented to amendment, waiver, consent or release can be effected as a result of the relevant amendment or waiverassignment contemplated by this Section. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.15, the Borrower may terminate such Defaulting Lender’s Commitment as provided in Section 2.04.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, or if any Lender is a Declining Lender under Section 2.02, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and; (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver; and (f) in the case of any such assignment by a Declining Lender, such assignee shall have consented to the applicable Maturity Date Extension and shall, for all purposes, constitute a Consenting Lender. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If Company receives a notice of amounts due pursuant to subsection 2.7A, subsection 2.7B or subsection 2.7C or subsection 3.6 from a Lender or a Lender becomes an Affected Lender, a Non-Funding Lender or a Non-Consenting Lender (any such Lender, a "Subject Lender"), so long as (i) Company has obtained a commitment from another Lender requests compensation under Section 3.01 or 3.02an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, and (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or if any arrangements acceptable to such Issuing Lender gives (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 Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its sole expense and effort, upon notice to such Subject Lender and the Administrative Agent, Company may require such the Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.01), all of its interestsLoans and Commitments to such other Lender or Eligible Assignee pursuant to the provisions of subsection 10.1B; PROVIDED that, rights and obligations under this Agreement and the related Loan Documents prior to an assignee that shall assume or concurrently with such obligations replacement (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (ai) the Borrower shall have 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 assignment processing fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, paid by subsection 10.1B(i) and (iii) all of the requirements for such assignment will result contained in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenderssubsection 10.1B, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation ifincluding, prior thereto, as a result of a waiver by such Lender or otherwisewithout limitation, the circumstances entitling consent of Agents (if required) and the Borrower to require such assignment receipt by Administrative Agent of an executed Assignment Agreement and delegation cease to applyother supporting documents, have been fulfilled.

Replacement of Lender. If (w) any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.1, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each 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 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 if to convert or continue outstanding Loans or Advances as Eurodollar Loans or Eurodollar Advances has been suspended pursuant to Section 3.3, and, in each such 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 suspension or (z) in addition to the rights of the Borrower under Section 2.21, any Lender fails to consent to an amendment or waiver approved by is a Non-Extending Lender and the Required Lenders as to any matter for which such Lender’s consent is neededhave approved the related Extension Request, then the Borrower may, at its 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, and consents required by, Section 12.0112.3 (which for the avoidance of doubt shall not include the consent of the affected Lender), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 12.01(b)(iv)12.3.3 unless waived by the Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including (other than with respect to any Defaulting Lender) any amounts under Section 3.043.4) 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); (ciii) in the case of any such assignment resulting from (x) a claim for compensation under Section 3.01 3.1 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafterthereafter or (y) a suspension under Section 3.3, such assignment shall be made to a Lender or Eligible Assignee which is not subject to such a suspension; (div) such assignment does not conflict with applicable lawsApplicable Law; and (ev) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.032.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.14, or if any Lender is a Defaulting Lender, or if any Lender is a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Non-Consenting Lender’s consent is needed, 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, and consents required by, in Section 12.019.4), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be be, another Lender, if a Lender accepts such assignment), ; provided that: that (a) if such assignee is not otherwise a Lender, the Borrower shall have paid to received the prior written consent of the Administrative Agent and the assignment fee specified in Section 12.01(b)(iv); Issuing Bank, which consent shall not unreasonably be withheld, (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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 3.01 2.12 or payments required to be made pursuant to Section 3.052.14, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverpayments. A Lender shall not be required to make any such assignment or 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 2.17(2) the Borrower shall not be required to pay to such Defaulting Lender any amount otherwise required pursuant to Section 2.13.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (w) any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.1, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each 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 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 if to convert or continue outstanding Loans or Advances as Eurodollar Loans or Eurodollar Advances has been suspended pursuant to Section 3.3, and, in each such 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 suspension or (z) in addition to the rights of the Borrower under Section 2.21, any Lender fails to consent to an amendment or waiver approved by is a Non-Extending Lender and the Required Lenders as to any matter for which such Lender’s consent is neededhave approved the related Extension Request, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 12.01(b)(iv)12.3.3 unless waived by the Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including (other than with respect to any Defaulting Lender) any amounts under Section 3.043.4) 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); (ciii) in the case of any such assignment resulting from (x) a claim for compensation under Section 3.01 3.1 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafterthereafter or (y) a suspension under Section 3.3, such assignment shall be made to a Lender or Eligible Assignee which is not subject to such a suspension; (div) such assignment does not conflict with applicable lawsApplicable Law; and (ev) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice Borrower Party is entitled to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.054.07, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Parties may, at its 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, and consents required by, Section 12.0113.11), all of its interests, rights (other than its existing rights to payments pursuant to Sections 4.01 and 4.05) and obligations under this Credit Agreement and the related other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee Assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Parties shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv13.11(b); provided, however, that Administrative Agent may, in its sole discretion, elect to waive such assignment fee in the case of any assignment; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.044.06) from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Parties (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 4.05 or payments required to be made pursuant to Section 3.054.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverLaws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Parties to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.2, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 3.6, or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or if a Lender fails consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (ii), the consent to an amendment or waiver approved by of the Required Lenders as to any matter for which shall have been obtained but the consent of one or more of such Lender’s other Lenders whose consent is neededrequired shall not have been obtained, in each case, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Replacement Lender that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower no Unmatured Default or Default shall have paid to occurred or be continuing; (ii) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.01(b)(iv)12.3; (biii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.3) 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); (civ) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (dv) such assignment does not conflict with applicable lawslaw; and (evi) in the case of any such assignment resulting from a failure Lender becoming a Non- Consenting Lender or a Lender that has not consented to any proposed amendment, modification, waiver or consent which requires the consent of all Lenders (or the Lenders directly affected thereby) and with respect to an amendment or waiver approved by which the Required LendersLenders have consented to such amendment, such waiver or consent, the applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section ‎Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderLxxxxx’s consent is needed, then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section ‎Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 or 3.02requests, or if any Lender gives provides notice to the Borrower pursuant that it intends to request, compensation under Section 3.032.12, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.052.15, or if (iii) any Lender is becomes a Defaulting Lender or (iv) any Lender becomes a Non-Consenting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, in Section 12.018.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (aA) the Borrower shall have paid to received the Administrative Agent prior written consent of the assignment fee specified Agent, which consent, in Section 12.01(b)(iv); each case, shall not unreasonably be withheld or delayed, (bB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) hereunder, from the assignee (to the extent of such outstanding principal principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts); , (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.12 or payments required to be made pursuant to Section 3.052.15, such assignment will result in a material reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable laws; and (eD) in the case of any such assignment resulting from the status of such Lender as a failure Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the Borrower to consent obtain sufficient consents to an amendment cause the applicable amendment, modification or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverbecome effective. A Lender shall not be required to make any such assignment or 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.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (a) any Lender (or its holding company, if any) requests compensation under Section 3.01 2.12(a) or 3.02(b) or Section 2.13, (b) any Lender suspends its obligation to Continue, or if any Lender gives notice to the Borrower Convert Advances into, Eurodollar Rate Advances pursuant to Section 3.032.2(c)(iii) or Section 2.04(d), or if the Borrower is required to pay any additional amount to (c) any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is becomes a Defaulting Lender, or if (d) any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (any matter for which such Lender’s consent is needed, a “Subject Lender”), then (i) in the Borrower case of a Defaulting Lender, the Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower Representative, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (ii) in the case of any Subject Lender, including a Defaulting Lender, the Borrower Representative may, upon notice to the Subject Lender and the Administrative Agent and at the Borrowers’ sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (aA) as to assignments required by the Borrower Borrowers, the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.12 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable lawsLegal Requirements; and (eE) in with respect to a Non-Consenting Lender, the case of proposed agreement, amendment, waiver, consent or release with respect to this Agreement or any such assignment resulting from a failure to consent to an amendment or waiver other Loan Document has been approved by the Required LendersLenders and such agreement, such assignee shall have consented to amendment, waiver, consent or release can be effected as a result of the relevant amendment or waiverassignment contemplated by this Section 2.14. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment permitted for a Defaulting Lender or a Non-Consenting Lender under this Section 2.14 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender or a Non-Consenting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.022.6.1, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.4.4 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.7.1, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.0112.13.2), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.4.4 or Section 2.6.1 and obligations under this Agreement and the related Loan Credit Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv12.13.2(d); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 3.042.7) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.6.1 or payments required to be made pursuant to Section 3.052.4.4, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawslaw; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.022.13, or if it is unlawful for any Lender gives notice 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 Borrower pursuant to Section 3.03obligations of the Lender in respect thereof become suspended as contemplated in that Section, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.15, or if any Lender is a Defaulting Lender, or if any Lender is a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Non-Consenting Lender’s consent is needed, 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, and consents required by, in Section 12.019.4), all of its interests, rights and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be be, another Lender, if a Lender accepts such assignment), ; provided that: that (a) if such assignee is not otherwise a Lender, the Borrower shall have paid to received the prior written consent of the Administrative Agent and the assignment fee specified in Section 12.01(b)(iv); LC Issuers, which consent shall not unreasonably be withheld, (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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 3.01 2.13 or payments required to be made pursuant to Section 3.052.15, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverpayments. A Lender shall not be required to make any such assignment or 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 Defaulting Lender any amount otherwise required pursuant to Section 2.14.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.053.06, or if any Lender is a Defaulting Lender, Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededa party hereto, then the Borrower may, at its 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, and consents required by, Section 12.0111.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv11.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower or applicable Designated Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.04 or payments required to be made pursuant to Section 3.053.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawsLaws; and (e) in the case of any such an assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A The Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section 11.13 to the contrary, (A) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

Replacement of Lender. If any Lender requests compensation under Section 3.01 3.1 or 3.02Section 3.2, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5, or if any Lender is a becomes Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Borrowers may, at its 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, and consents required by, in Section 12.01), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1, 3.2 or 3.5) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (ai) the Borrower Borrowers shall have paid to received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the assignment fee specified in Section 12.01(b)(ivSwingline Lender and the LC Issuer); , which consent shall not unreasonably be withheld, (bii) 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 and under the other Loan Documents (including any amounts under Section 3.04) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); ) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.053.06, or if any Lender is a Defaulting Lender, Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededa party hereto, then the Borrower may, at its 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, and consents required by, Section 12.0111.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv11.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower or applicable Designated Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.04 or payments required to be made pursuant to Section 3.053.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawsApplicable Laws; and (e) in the case of any such an assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A The Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section 11.13 to the contrary, (A) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

Replacement of Lender. If any Lender (a) requests compensation under Section 3.01 §§5.6 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.035.7, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05§5.6, or if any Lender (b) is a Defaulting Delinquent Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower CAI may, at its 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, and consents required by, Section 12.01§15), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)§ 15.1.2; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04§5.9) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 §§5.6 or 5.7 or payments required to be made pursuant to Section 3.05§5.6, such assignment will result in a reduction in such compensation or payments thereafter; (d) and such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. (a) (x) If and for so long as any Lender requests is (1) a Downgraded Lender (subject to clauses (b) and (c) below), (2) a Defaulting Lender, (3) requesting compensation under Section 3.01 11.3, (4) unable to make Loans under Section 11.2 or 3.02(5) a Non-Consenting Lender, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or (y) if the Borrower is required to pay any additional amount to any such Lender or any Governmental Authority authority for the account of any such Lender pursuant to Section 3.05, 11.4 or (z) if and for so long as the obligations of any Lender is under this Agreement are the subject of a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededBail-In Action, then the Borrower may, at its sole expense and effort, upon notice to such Lender Lender, the Agents and the Administrative AgentS&P, require direct such Lender to assign and delegatedelegate (and such Lender shall comply with such direction but shall have no obligation to search for, seek, designate or otherwise try to find, an assignee), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.0112.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents Notes to a financial institution that is (I)(A) with respect to the Revolving Loans only, an assignee that Approved Lender and (B) is eligible to purchase the replaced Lender's Loans under the terms hereof, (II) not prohibited by any applicable law from making such purchase and (III) not the subject of a Bail-In Action with respect to its obligations hereunder (such purchaser, an "Approved Purchaser"), which shall assume such obligations (and which assignee may be another Lender, if a such other Lender accepts such assignment), ; provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (bi) such assigning Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other its Loan Documents Note (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.Section

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03‎Section 3.07(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, 3.02 or if any Lender gives notice ceases to the Borrower have an obligation to make Eurodollar Loans pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansRevolving Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.2, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 3.6, or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or if a Lender fails consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (ii), the consent to an amendment or waiver approved by of the Required Lenders as to any matter for which shall have been obtained but the consent of one or more of such Lender’s other Lenders whose consent is neededrequired shall not have been obtained, in each case, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower no Unmatured Default or Default shall have paid to occurred or be continuing; (ii) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.01(b)(iv)12.3; (biii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.3) 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); (civ) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (dv) such assignment does not conflict with applicable lawslaw; and (evi) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non- Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, or if any Lender is a Declining Lender under Section 2.02(b), then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and; (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver; and (f) in the case of any such assignment by a Declining Lender, such assignee shall have consented to the applicable Facility Termination Date Extension and shall, for all purposes, constitute a Consenting Lender. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower Borrowers pursuant to Section ‎Section 3.03, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, or if any Lender is a Declining Lender under Section 2.03, or if any Lender is a Protesting Lender under Section 2.21(b), then the Borrower WBA may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower WBA shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (including any amounts with respect to participations in Swing Line Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section ‎Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower WBA (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver; (f) in the case of any such assignment by a Declining Lender, such assignee shall have consented to the applicable Maturity Date Extension and shall, for all purposes, constitute a Consenting Lender; and (g) in the case of any such assignment by a Protesting Lender, such assignee shall have consented to making Loans to the applicable Designated Foreign Borrower. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower WBA to require such assignment and delegation cease to apply.

Replacement of Lender. If any the Borrower is entitled to replace the Lender requests compensation under pursuant to the provisions of Section 3.01 or 3.02, 3.06 or if any Lender other circumstance exists hereunder that gives notice to the Borrower pursuant the right to Section 3.03, or if replace the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is as a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededparty hereto, then the Borrower may, at its their sole expense and effort, upon notice to such Lender and the Administrative AgentLender, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.0110.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee a Person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent Lender the assignment fee (if any) specified in Section 12.01(b)(iv10.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Credit Extensions, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.05) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.04 or payments required to be made pursuant to Section 3.053.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawsLaws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A and The Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. (a) If any Lender requests compensation under Section 3.01 Sections 2.19(c) or 3.0220.8, then such Lender shall use its reasonable best efforts to designate a different lending office for funding or if booking L/Cs hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.19(c) or 20.8, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender gives notice to the Borrower pursuant to Section 3.03, in connection with any such designation or if the Borrower is required to pay any additional amount to assignment. (b) If any Lender requests compensation under Sections 2.19(c) or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed20.8, then the Borrower Borrowers may, at its 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, and consents required by, Section 12.01in Article 16), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: that (ai) if such assignee is not an existing Lender, the Borrower Borrowers shall have paid to received the prior written consent of the Administrative Agent Agent, the assignment fee specified in Section 12.01(b)(iv); Issuers and Swing Line Lender, which consent shall not unreasonably be delayed or withheld, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in unreimbursed drawings under L/Cs and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); ) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation compensation, payments or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waivercosts. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 or 3.02requests, or if any Lender gives provides notice to the Borrower pursuant that it intends to request, compensation under Section 3.032.12, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.052.15, or if (iii) any Lender is becomes a Defaulting Lender, (iv) any Lender becomes a Non-Consenting Lender or if (v) any Lender becomes a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Declining Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, in Section 12.018.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (aA) the Borrower shall have paid to received the Administrative prior written consent of the Agent the assignment fee specified (and, if a Revolving Commitment is being assigned, each Issuing Bank), which consent, in Section 12.01(b)(iv); each case, shall not unreasonably be withheld or delayed, (bB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its LoansAdvances and funded participations in Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) hereunder, from the assignee (to the extent of such outstanding principal principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts); , (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.12 or payments required to be made pursuant to Section 3.052.15, such assignment will result in a material reduction in such compensation or payments thereafter; payments, (d) such assignment does not conflict with applicable laws; and (eD) in the case of any such assignment resulting from the status of such Lender as a failure Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the Borrower to consent obtain sufficient consents to an amendment cause the applicable amendment, modification or waiver approved by to become effective and (E) in the Required Lenderscase of any such assignment resulting from the status of such Lender as a Declining Lender, the assignee of such assignee shall have consented to the relevant amendment or waiverDeclining Lender is a Consenting Lender. A Lender shall not be required to make any such assignment or 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.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.032.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.15, or if any Lender is a Defaulting LenderLender , or if any Lender is a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Non-Consenting Lender’s consent is needed, 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, and consents required by, in Section 12.019.4), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be be, another Lender, if a Lender accepts such assignment), ; provided that: that (a) if such assignee is not otherwise a Lender, the Borrower shall have paid to received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the assignment fee specified in Section 12.01(b)(ivIssuing Bank and Swingline Lender); , 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 LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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 3.01 2.13 or payments required to be made pursuant to Section 3.052.15, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverpayments. A Lender shall not be required to make any such assignment or 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.

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.2, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 3.6, or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or if a Lender fails consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (ii), the consent to an amendment or waiver approved by of the Required Lenders as to any matter for which shall have been obtained but the consent of one or more of such Lender’s other Lenders whose consent is neededrequired shall not have been obtained, in each case, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower no Unmatured Default or Default shall have paid to occurred or be continuing; (ii) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.01(b)(iv)12.3; (biii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.3) 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); (civ) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (dv) such assignment does not conflict with applicable lawslaw; and (evi) in the case of any such assignment resulting from a failure Lender becoming a Non- Consenting Lender or a Lender that has not consented to any proposed amendment, modification, waiver or consent which requires the consent of all Lenders (or the Lenders directly affected thereby) and with respect to an amendment or waiver approved by which the Required LendersLenders have consented to such amendment, such waiver or consent, the applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.2, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 3.6, or if any Lender is a Defaulting LenderLender or a Non- Consenting Lender or in connection with any proposed amendment, modification, waiver or if a Lender fails consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (ii), the consent to an amendment or waiver approved by of the Required Lenders as to any matter for which shall have been obtained but the consent of one or more of such Lender’s other Lenders whose consent is neededrequired shall not have been obtained, in each case, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower no Unmatured Default or Default shall have paid to occurred or be continuing; (ii) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.01(b)(iv)12.3; (biii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.3) 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); (civ) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (dv) such assignment does not conflict with applicable lawslaw; and (evi) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non- Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section ‎‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section ‎‎Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s 's consent is needed, then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section ‎Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.10 or 3.02, or if any Lender gives notice to the requires that Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.11, or if (ii) any Lender suspends its obligation to continue Loans pursuant to Section 2.10, (iii) any Lender is a Defaulting Lender, or if (iv) any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (any matter for which such Lender’s consent is needed, a “Subject Lender”), then (A) in the Borrower case of a Defaulting Lender, Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, Borrower may, upon notice to the Subject Lender and Administrative Agent and at Borrower’s sole effort and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the as to assignments required by Borrower, Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (b) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.09) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.10, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawsLegal Requirements; and (e) in with respect to a Non-Consenting Lender, the case of proposed amendment, waiver, consent or release with respect to this Agreement or any such assignment resulting from a failure to consent to an amendment or waiver other Loan Document has been approved by the Required LendersLenders and such amendment, such assignee shall have consented to waiver, consent or release can be effected as a result of the relevant amendment or waiverassignment contemplated by this Section. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.13 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03Clause 16 (Increased Costs), or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05Clause 15 (Tax gross up and indemnities) and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Clause 18 (Mitigation), or if any Lender is a Defaulting Lender, Lender or if a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then (x) the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentAgent and (y) the Administrative Agent may, in the case of a Defaulting Lender, upon notice to such Lender and the Borrower, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.01Clause 29 (Changes to the Lenders)), all of its interests, rights (other than its existing rights to payments pursuant to Clause 15 (Tax gross up and indemnities) or Clause 16 (Increased Costs)) and obligations under this Agreement and the related Loan Finance Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(ivClause 29 (Changes to the Lenders); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Finance Documents (including any amounts under Section 3.04Clause 13 (Break Costs) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Clause 16 (Increased Costs) or payments required to be made pursuant to Section 3.05Clause 15 (Tax gross up and indemnities), such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawslegal requirements; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (w) any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.1, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined, which would eliminate any further claims for such indemnity or if compensation, (x) any Lender is a Defaulting Lender or a Non-Consenting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (y) any matter for which such Lender’s consent is neededobligation to make or to convert or continue outstanding Loans or Advances as SOFR Loans or SOFR Advances has been suspended pursuant to Section 3.3, and, in each such case, such Lender has declined, which would eliminate any further suspension, then the Borrower may, at its 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, and consents required by, Section 12.0112.3 (which for the avoidance of doubt shall not include the consent of the affected Lender)), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 12.01(b)(iv)12.3.3 unless waived by the Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including (other than with respect to any Defaulting Lender) any amounts under Section 3.043.4) 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); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.1 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafterthereafter or (y) a suspension under Section 3.3, such assignment shall be made to a Lender or Eligible Assignee which is not subject to such a suspension; (div) such assignment does not conflict with applicable lawsApplicable Law; and (ev) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If In the event (i) any Lender requests (or the Administrative Agent or any Indemnified Party with respect to any Lender) delivers a certificate requesting compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03301(q) or Section 301(t) hereof or a notice pursuant to Section 301(r) or 301(s), or if (ii) the Borrower is required to pay any additional amount to any Lender (or any Indemnified Party with respect to any Lender) or any Governmental Authority for the on account of any Lender (or any Indemnified Party with respect to any Lender) pursuant to Section 3.05, 301(q) or if (iii) any Lender is a Defaulting Lender, does not consent (or if a Lender fails to consent respond) to an a proposed amendment, modification or waiver to any provision of this Agreement or any other Transaction Document requested by the Borrower (and the Borrower has satisfied all other conditions precedent to such amendment or waiver approved by but for receiving the Required Lenders as to any matter for which consent of such Lender’s consent is needed), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentLender, require such Lender to assign transfer and delegateassign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.01in this Agreement), all of its interests, rights and obligations under this Agreement and the related Loan other Transaction Documents to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: : (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b1) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Transaction Documents (including any amounts under Section 3.04) from the Borrower or the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); ; (c2) in the case of any such assignment resulting from a claim for compensation under Section 3.01 301(q) or payments required to be made pursuant to Section 3.05(t), such assignment will result in a reduction in such compensation or payments thereafter; ; and (d3) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyApplicable Law.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.13(a) or 3.02(b), (ii) any Lender suspends its obligation to continue, or if any Lender gives notice to the Borrower Convert Advances into, Eurodollar Rate Advances pursuant to Section 3.032.03(c)(ii) or Section 2.11, or if the Borrower is required to pay any additional amount to (iii) any Lender or becomes a Defaulting Lender (any Governmental Authority for such Lender, a “Subject Lender”), then (A) in the account case of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter;; and (dD) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverLegal Requirements. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.15, the Borrower may terminate such Defaulting Lender’s Commitment as provided in Section 2.04.

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section ‎Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section ‎Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.07(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderXxxxxx’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); ; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); ; (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; ; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 2.18(a) or 3.02Section 2.18(b), (a) any Lender suspends its obligation to continue, or if any Lender gives notice to the Borrower Convert Advances into, Eurodollar Rate Advances pursuant to Section 3.032.5(c)(ii) or Section 2.16, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is becomes a Defaulting Lender, or if (b) any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (any matter for which such Lender’s consent is needed, a “Subject Lender”), then (i) in the Borrower case of a Defaulting Lender, Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (ii) in the case of any Subject Lender, including a Defaulting Lender, Borrower may, upon notice to the Subject Lender and Administrative Agent and at Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) the as to assignments required by Borrower, Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.6; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.17) 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); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.18, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable lawsLegal Requirements; and (eE) in with respect to a Non-Consenting Lender, the case of proposed agreement, amendment, waiver, consent or release with respect to this Agreement or any such assignment resulting from a failure other Loan Document (including any increases to consent to an amendment or waiver approved the Borrowing Base) has been Approved by the Required LendersLenders and such agreement, such assignee shall have consented to amendment, waiver, consent or release can be effected as a result of the relevant amendment or waiverassignment contemplated by this Section. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.20 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of Borrower or Administrative Agent replacing a Defaulting Lender as provided in this Section 2.20, Borrower may terminate such Defaulting Lender’s Commitment as provided in Section 2.6.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.053.06, or if any Lender is a Defaulting Lender, Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededa party hereto, then the Borrower may, at its 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, and consents required by, Section 12.0111.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv11.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower or applicable Designated Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.04 or payments required to be made pursuant to Section 3.053.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawsApplicable Laws; and (e) in the case of any such an assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A The Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section 11.13 to the contrary, (A) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Xxxxxx (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

Replacement of Lender. If any Lender requests compensation under Section 3.01 5.01(a) or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.055.03 and, in each case, such Lender has declined or if any Lender is unable to designate a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededdifferent lending office in accordance with Section 5.03(h), then the Borrower may, at its 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, and consents required by, Section 12.0114.05(b)), all of its interests, rights (other than its existing rights to payments pursuant to Sections 5.01(a) or (b) and 5.03) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: : (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); ; (cb) in the case of any such assignment resulting from a claim for compensation under Section 3.01 5.01(a) or (b) or payments required to be made pursuant to Section 3.055.03, such assignment will result in a reduction in such compensation or payments thereafter; ; (dc) such assignment does not conflict with applicable lawsLaws; and and (ed) in neither the case of Administrative Agent nor any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee Lender shall have consented any obligation to the relevant amendment or waiverfind such assignee. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding anything in this Section to the contrary, the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 12.09.

Replacement of Lender. If In the event that any Lender requests compensation under Section 3.01 or 3.02or, or if any Lender gives notice to the Borrower pursuant to Section 3.03extent applicable, or if any Credit Participant (the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting "Affected Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:"): (a) fails to perform its obligations to fund any portion of the Borrower shall have paid Loan or to issue any Letter of Credit on any Closing Date when required to do so by the Administrative Agent terms of the assignment fee specified in Credit Documents or excused only by virtue of Section 12.01(b)(iv)5.2.2, or fails to provide its portion of any LIBOR Pricing Option pursuant to Section 3.2.1 or on account of a Legal Requirement as contemplated by Section 3.2.5; (b) demands payment under Section 3.7 in an amount the Company deems materially in excess of the amounts with respect thereto demanded by the other Lenders; or (c) refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Percentage Interests under Section 15.1(b) that is consented to by the Lenders owning at least two-thirds of the Percentage Interests; then, so long as no Event of Default exists, the Company shall have the right, upon written notice to such Affected Lender and the Agent, to cause such Affected Lender to assign its Percentage Interests and Commitments in full, at par (plus accrued interest, fees and other expenses to the extent payable under the Credit Documents) to a replacement lender which is reasonably satisfactory to the Agent (the "Replacement Lender"). The Replacement Lender shall have received payment purchase the interests of an amount equal to the outstanding principal Affected Lender in the Loan, Letters of Credit and its Loans, accrued interest thereon, accrued fees Commitment and all other amounts payable to it shall assume the obligations of the Affected Lender hereunder and under the other Loan Credit Documents (including any amounts under Section 3.04) from upon execution by the assignee (Replacement Lender of an Assignment and Acceptance and the tender by it to the extent Affected Lender of such outstanding principal 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 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.a

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03‎Section 3.07(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderXxxxxx’s consent is needed, then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice ceases to the Borrower have an obligation to make Eurocurrency Loans pursuant to Section 3.03, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, or if any Lender is a Declining Lender under Section 2.02(b), or if any Lender is a Protesting Lender under Section 2.22(b), then the Borrower WBA may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower WBA shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansRevolving Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower WBA (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and; (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver; (f) in the case of any such assignment by a Declining Lender, such assignee shall have consented to the applicable Facility Termination Date Extension and shall, for all purposes, constitute a Consenting Lender; and (g) in the case of any such assignment by a Protesting Lender, such assignee shall have consented to make Revolving Loans to the applicable Designated Foreign Borrower. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower WBA to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.07(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderLxxxxx’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice ceases to the Borrower have an obligation to make Eurocurrency Loans pursuant to Section 3.03, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, or if any Lender is a Declining Lender under Section 2.02(b), or if any Lender is a Protesting Lender under Section 2.23(b), then the Borrower Parent may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Parent shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansRevolving Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Parent (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and; (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver; (f) in the case of any such assignment by a Declining Lender, such assignee shall have consented to the applicable Facility Termination Date Extension and shall, for all purposes, constitute a Consenting Lender; and (g) in the case of any such assignment by a Protesting Lender, such assignee shall have consented to make Revolving Loans to the applicable Designated Foreign Borrower. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Parent to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 or 3.02requests, or if any Lender gives provides notice to the Borrower pursuant that it intends to request, compensation under Section 3.032.12, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.052.15, or if (iii) any Lender is becomes a Defaulting Lender, (iv) any Lender becomes a Non-Consenting Lender or if (v) any Lender becomes a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Declining Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, in Section 12.018.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (aA) the Borrower shall have paid to received the Administrative prior written consent of the Agent the assignment fee specified (and, if a Commitment is being assigned, each Issuing Bank), which consent, in Section 12.01(b)(iv); each case, shall not unreasonably be withheld or delayed, (bB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its LoansAdvances and funded participations in Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) hereunder, from the assignee (to the extent of such outstanding principal principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts); , (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.12 or payments required to be made pursuant to Section 3.052.15, such assignment will result in a material reduction in such compensation or payments thereafter; payments, (d) such assignment does not conflict with applicable laws; and (eD) in the case of any such assignment resulting from the status of such Lender as a failure Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the Borrower to consent obtain sufficient consents to an amendment cause the applicable amendment, modification or waiver approved by to become effective and (E) in the Required Lenderscase of any such assignment resulting from the status of such Lender as a Declining Lender, the assignee of such assignee shall have consented to the relevant amendment or waiverDeclining Lender is a Consenting Lender. A Lender shall not be required to make any such assignment or 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.

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section ‎Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s 's consent is needed, needed then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section ‎Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03‎Section 3.07(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderLxxxxx’s consent is needed, then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.024.04, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.054.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Borrowers may, at its 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, and consents required by, Section 12.0113.14), all of its interests, rights and obligations under this Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent a processing and recordation fee in the assignment fee specified in Section 12.01(b)(iv)amount of $3,500; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.044.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 4.04 or payments required to be made pursuant to Section 3.054.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverApplicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, (an “Affected Lender”) (a) makes demand upon Borrowers for (or if any Lender gives notice Borrowers are otherwise required to the Borrower pay) amounts pursuant to Section 3.033.7 or 3.9 hereof, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender (b) is a Defaulting Lender, or if a Lender fails to (c) denies any consent to an amendment or waiver approved requested by the Required Lenders as Agent pursuant to any matter for which such Lender’s consent is neededSection 16.2(b) hereof, then the Borrower Borrowers may, at its sole expense and effort, upon by notice in writing to the Agent and such Lender and the Administrative AgentAffected Lender, require such Affected Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.0116.3 hereof), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.7 or 3.9) and obligations under this Agreement and the related Loan Other Documents to an assignee a replacement Lender that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (bi) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Other Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (cii) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.7 or payments required to be made pursuant to Section 3.053.9, such assignment will result in a reduction in such compensation or payments thereafter; (diii) such assignment does not conflict with applicable lawsApplicable Law; and (eiv) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a non-consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyconsent.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.053.06, or if any Lender is a Defaulting Lender, Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededa party hereto, then the Borrower may, at its 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, and consents required by, Section 12.0111.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:: ( (a) the Borrower shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv11.06(b); ; (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower or applicable Designated Borrower (in the case of all other amounts); ; (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.04 or payments required to be made pursuant to Section 3.053.01, such assignment will result in a reduction in such compensation or payments thereafter; ; (d) such assignment does not conflict with applicable lawsApplicable Laws; and and (e) in the case of any such an assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A The Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 154 Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section 11.13 to the contrary, (A) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

Replacement of Lender. If any Lender gives notice of illegality pursuant to Section 2.7(g) or requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower 2.14 (other than pursuant to Section 3.032.14(e)), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed2.15, then the Borrower may, at its 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, and consents required by, in Section 12.019.4), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: but (ain each case) only if (i) the Borrower shall have paid to has received the prior written consent of the Administrative Agent Agent, and, if the assignment fee specified affected Lender has a Revolving Commitment, the Issuing Bank and Swingline Lender, in Section 12.01(b)(iv); each instance which consent shall not unreasonably be withheld, (bii) such Lender shall have has received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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 (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.14 or payments required to be made pursuant to Section 3.052.15, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverpayments. A Lender shall not be required to make any such assignment or 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.

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower Borrowers pursuant to Section ‎Section 3.03, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderLxxxxx’s consent is needed, or if any Lender is a Protesting Lender under Section 2.20(b), then the Borrower WBA may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower WBA shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section ‎Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower WBA (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and; (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver; and (f) in the case of any such assignment by a Protesting Lender, such assignee shall have consented to making Loans to the applicable Designated Foreign Borrower. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower WBA to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower Borrowers pursuant to Section 3.03, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderXxxxxx’s consent is needed, or if any Lender is a Declining Lender under Section 2.03, or if any Lender is a Protesting Lender under Section 2.21(b), then the Borrower WBA may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower WBA shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (including any amounts with respect to participations in Swing Line Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower WBA (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver; (f) in the case of any such assignment by a Declining Lender, such assignee shall have consented to the applicable Maturity Date Extension and shall, for all purposes, constitute a Consenting Lender; and (g) in the case of any such assignment by a Protesting Lender, such assignee shall have consented to making Revolving Loans to the applicable Designated Foreign Borrower. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower WBA to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.2, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 3.6, or if any Lender is a Defaulting LenderLender or a Non- Consenting Lender or in connection with any proposed amendment, modification, waiver or if a Lender fails consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (ii), the consent to an amendment or waiver approved by of the Required Lenders as to any matter for which shall have been obtained but the consent of one or more of such Lender’s other Lenders whose consent is neededrequired shall not have been obtained, in each case, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Replacement Lender that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower no Unmatured Default or Default shall have paid to occurred or be continuing; (ii) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.01(b)(iv)12.3; (biii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.3) 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); (civ) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (dv) such assignment does not conflict with applicable lawslaw; and (evi) in the case of any such assignment resulting from a failure Lender becoming a Non- Consenting Lender or a Lender that has not consented to any proposed amendment, modification, waiver or consent which requires the consent of all Lenders (or the Lenders directly affected thereby) and with respect to an amendment or waiver approved by which the Required LendersLenders have consented to such amendment, such waiver or consent, the applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.13(a) or 3.02(b), (ii) any Lender suspends its obligation to continue, or if any Lender gives notice to the Borrower Convert Advances into, Eurodollar Rate Advances pursuant to Section 3.032.03(c)(ii) or Section 2.11, or if the Borrower is required to pay any additional amount to (iii) any Lender or becomes a Defaulting Lender (any Governmental Authority for such Lender, a "Subject Lender"), then (A) in the account case of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower's sole cost and expense, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: , in any event: (aA) as to assignments requested by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); 9.06; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts); ; (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter; ; and (dD) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverLegal Requirements. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.15, the Borrower may terminate such Defaulting Lender's Commitment as provided in Section 2.04.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.13 or 3.02, or if any Lender gives notice to requires that the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.14, and, in each case such Lender has declined or is unable to designate a different Lending Office, (ii) any Lender suspends its obligation to continue, or if Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender is a Defaulting Lender, or if (iv) any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (any matter for which such Lender’s consent is needed, a "Subject Lender"), then (A) in the Borrower case of a Defaulting Lender, the Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13 or Section 2.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower's sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable lawsLegal Requirements; and (eE) in with respect to a Non-Consenting Lender, the case of proposed amendment, waiver, consent or release with respect to this Agreement or any such assignment resulting from a failure to consent to an amendment or waiver other Loan Document has been approved by the Required LendersMajority Lenders and such amendment, such assignee shall have consented to waiver, consent or release can be effected as a result of the relevant amendment or waiverassignment contemplated by this Section. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.16 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.16, the Borrower may terminate such Defaulting Lender's Commitment as provided in Section 2.04.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.13 or 3.02, or if any Lender gives notice to requires that the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.14, (ii) any Lender suspends its obligation to continue, or if Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender is a Defaulting Lender, or if (iv) any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (any matter for which such Lender’s consent is needed, a "Subject Lender"), then (A) in the Borrower case of a Defaulting Lender, the Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower's sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable lawsLegal Requirements; and (eE) in with respect to a Non-Consenting Lender, the case of proposed amendment, waiver, consent or release with respect to this Agreement or any such assignment resulting from a failure to consent to an amendment or waiver other Loan Document has been approved by the Required LendersLenders and such amendment, such assignee shall have consented to waiver, consent or release can be effected as a result of the relevant amendment or waiverassignment contemplated by this Section. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.16, the Borrower may terminate such Defaulting Lender's Commitment as provided in Section 2.04.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to In the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to event that any Lender or Lenders refuse to approve any Governmental Authority for waiver or amendment the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededAgent deems advisable, then the Agent may or, so long as no Event of Default has occurred and is continuing, the Borrower may, at its sole expense and effortmay (but shall not be obligated to), upon notice to such Lender (and the Administrative Agent, if applicable), require such Lender to assign and delegate, delegate without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 12.0113.11), all of its interests, rights rights, duties and obligations under this Agreement and the related Loan Credit Documents to an assignee Assignee Lender that shall assume such obligations (which assignee may be another a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, provided that: (a) the Borrower shall have paid received the prior written consent of the Agent, which consent shall not unreasonably be withheld or delayed, (ii) if it is an assignment at the request of the Agent and no Event of Default has occurred and is continuing, the Borrower shall have consented to the Administrative Agent the such assignment fee specified in Section 12.01(b)(iv); which consents shall not be unreasonably withheld or delayed and (biii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) Credit Documents, from the assignee (to the extent of such outstanding principal and principal, accrued interest and accrued 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 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower Borrowers pursuant to Section 3.03, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, needed then the Borrower WBA may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower WBA shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower WBA (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower WBA to require such assignment and delegation cease to apply.

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 requests compensation under Section 3.01 or 3.02(an "Affected Lender"), or if any Lender gives in whole, upon at least thirty (30) days' prior notice to the Borrower pursuant Administrative Agent and such Lender, (a) if such Lender has failed or refused to Section 3.03make 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 to pay make any additional amount payment to any Lender or any Governmental Authority for the account of any such Lender pursuant to Section 3.053.1, 3.2 or 3.5, or if any Lender is a Defaulting such Lender's obligation to make or continue, or convert Floating Rate Advances into, Eurodollar Advances has been suspended pursuant to Section 3.3, or (c) if a such Lender fails has failed to timely grant its consent to an amendment any consent or waiver approved under, or amendment to, this Agreement which is otherwise consented to by the Required Lenders as Lenders; provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to any matter for which such Lender’s consent is needed, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentAgent shall agree, require as of such Lender date, to assign purchase for cash the Advances and delegate, without recourse (in accordance with and subject other Obligations due to the restrictions contained in, Affected Lender pursuant to an Assignment Agreement substantially in the form of Exhibit C and consents required by, Section 12.01), to become a Lender for all of its interests, rights and obligations purposes under this Agreement and to assume all obligations of the related Loan Documents Affected Lender to an assignee that shall assume be terminated as of such obligations date and to comply with the requirements of Section 12.3 applicable to assignments, and (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aii) the Borrower shall have paid pay to such Affected Lender in 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 Administrative Agent the assignment fee specified in Section 12.01(b)(iv); extent applicable, and (bB) such Lender shall have received payment of an amount amount, if any, equal to the outstanding principal payment which would have been due to such Lender on the day of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts such replacement under Section 3.04) from 3.4 had the assignee (Loans of such Affected Lender been prepaid on such date rather than sold to the extent of such outstanding principal 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 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement Lender.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.13(a) or 3.02(b), (ii) any Lender suspends its obligation to continue, or if any Lender gives notice to the Borrower Convert Advances into, Eurodollar Rate Advances pursuant to Section 3.032.03(c)(ii) or Section 2.11, or if (iii) at any time prior to the Borrower is required to pay any additional amount to Commitment Termination Date, any Lender or becomes a Defaulting Lender (any Governmental Authority for such Lender, a “Subject Lender”), then (A) in the account case of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter;; and (dD) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverLegal Requirements. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.15, the Borrower may terminate such Defaulting Lender’s Commitment as provided in Section 2.04.].

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section ‎Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (w) any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.1, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each 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 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 if to convert or continue outstanding Loans or Advances as EurodollarSOFR Loans or EurodollarSOFR Advances has been suspended pursuant to Section 3.33.2, and, in each such 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 suspension or (z) in addition to the rights of the Borrower under Section 2.21, any Lender fails to consent to an amendment or waiver approved by is a Non-Extending Lender and the Required Lenders as to any matter for which such Lender’s consent is neededhave approved the related Extension Request, then the Borrower may, at its 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, and consents required by, Section 12.0112.3 (which for the avoidance of doubt shall not include the consent of the affected Lender)), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 12.01(b)(iv)12.3.3 unless waived by the Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including (other than with respect to any Defaulting Lender) any amounts under Section 3.043.4) from the assignee (to the extent 39 of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from (x) a claim for compensation under Section 3.01 3.1 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafterthereafter or (y) a suspension under Section 3.33.2, such assignment shall be made to a Lender or Eligible Assignee which is not subject to such a suspension; (div) such assignment does not conflict with applicable lawsApplicable Law; and (ev) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the any Borrower pursuant to Section 3.03, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderXxxxxx’s consent is needed, then the Borrower Company may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower The Company shall have paid (or cause a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (or applicable Designated Borrower) (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lender. If (a) any Lender (or its holding company, if any) requests compensation under Section 3.01 2.12(a) or 3.02(b) or Section 2.13, (b) any Lender suspends its obligation to Continue, or if any Lender gives notice to the Borrower Convert Advances into, SOFR Advances pursuant to Section 3.032.2(c)(iii) or Section 2.04(d), or if the Borrower is required to pay any additional amount to (c) any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is becomes a Defaulting Lender, or if (d) any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (any matter for which such Lender’s consent is needed, a “Subject Lender”), then (i) in the Borrower case of a Defaulting Lender, the Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower Representative, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (ii) in the case of any Subject Lender, including a Defaulting Lender, the Borrower Representative may, upon notice to the Subject Lender and the Administrative Agent and at the Borrowers’ sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) as to assignments required by the Borrower Borrowers, the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (b) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts);; lxxv (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.12 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawsLegal Requirements; and (e) in with respect to a Non-Consenting Lender, the case of proposed agreement, amendment, waiver, consent or release with respect to this Agreement or any such assignment resulting from a failure to consent to an amendment or waiver other Loan Document has been approved by the Required LendersLenders and such agreement, such assignee shall have consented to amendment, waiver, consent or release can be effected as a result of the relevant amendment or waiverassignment contemplated by this Section 2.14. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment permitted for a Defaulting Lender or a Non-Consenting Lender under this Section 2.14 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender or a Non-Consenting Lender and such Lender shall be bound thereby as fully and effectively as if such Xxxxxx had personally executed, acknowledged and delivered the same.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, needed then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.07(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, 3.2 (or if any Lender gives has given notice to the Borrower pursuant to Section 3.033.6 that such request may be made), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 (or has given notice pursuant to Section 3.6 that such payment may be required), or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, and each such Lender agrees to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.01Sections 12.1, 12.2 and 12.3), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv12.3.1(d); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) Sections 3.1 or 3.2 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter;thereafter and (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverLaws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower Borrowers pursuant to Section 3.03, or if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, or if any Lender is a Declining Lender under Section 2.03, or if any Lender is a Protesting Lender under Section 2.21(b), then the Borrower WBA may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower WBA shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (including any amounts with respect to participations in Swing Line Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower WBA (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and; (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver; (f) in the case of any such assignment by a Declining Lender, such assignee shall have consented to the applicable Maturity Date Extension and shall, for all purposes, constitute a Consenting Lender; and (g) in the case of any such assignment by a Protesting Lender, such assignee shall have consented to making Loans to the applicable Designated Foreign Borrower. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower WBA to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 or 3.022.12, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.052.15, or if (iii) any Lender is defaults in its obligation to fund Advances hereunder, (iv) any Lender becomes a Defaulting Non-Consenting Lender or (v) any Lender becomes a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, in Section 12.018.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (aA) the Borrower shall have paid to received the Administrative prior written consent of the Agent the assignment fee specified (and, if a Commitment is being assigned, each Issuing Bank), which consent, in Section 12.01(b)(iv); each case, shall not unreasonably be withheld or delayed, (bB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its LoansAdvances and funded participations in Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) hereunder, from the assignee (to the extent of such outstanding principal principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts); , (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.12 or payments required to be made pursuant to Section 3.052.15, such assignment will result in a material reduction in such compensation or payments thereafter; payments, (d) such assignment does not conflict with applicable laws; and (eD) in the case of any such assignment resulting from the status of such Lender as a failure Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the Borrower to consent obtain sufficient consents to an amendment cause the applicable amendment, modification or waiver approved by to become effective and (E) in the Required Lenderscase of any such assignment resulting from the status of such Lender as a Declining Lender, the assignee of such assignee shall have consented to the relevant amendment or waiverDeclining Lender is a Consenting Lender. A Lender shall not be required to make any such assignment or 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.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.053.06, or if any Lender is a Defaulting Lender, Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is neededa party hereto, then the Borrower may, at its 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, and consents required by, Section 12.0111.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv11.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.05) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.04 or payments required to be made pursuant to Section 3.053.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable lawsApplicable Laws; and (e) in the case of any such an assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A The Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section 11.13 to the contrary, the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.024.04, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.054.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Borrowers may, at its 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, and consents required by, Section 12.0113.14), all of its interests, rights and obligations under this Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent a processing and recordation fee in the assignment fee specified in Section 12.01(b)(iv)amount of $3,500; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.044.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 4.04 or payments required to be made pursuant to Section 3.054.01, such assignment will result in a reduction in such compensation or payments thereafter;; and USActive 60330059.19 -131- (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverApplicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice Borrower Party is entitled to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.054.07, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Parties may, at its 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, and consents required by, Section 12.0113.11), all of its interests, rights (other than its existing rights to payments pursuant to Sections 4.01 and 4.05) and obligations under this Credit Agreement and the related other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee Assignee may be another Lender, if a Lender accepts such assignment), provided that:: 100 (a) the Borrower Parties shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv13.11(b); provided, however, that Administrative Agent may, in its sole discretion, elect to waive such assignment fee in the case of any assignment; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.044.06) from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Parties (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 4.05 or payments required to be made pursuant to Section 3.054.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverLaws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Parties to require such assignment and delegation cease to apply.

Replacement of Lender. If (a) In the event that (i) any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower demands payment pursuant to Section 3.032.06, 2.10 or if the Borrower is required to pay any additional amount to 2.13, (ii) any Lender becomes an Affected Lender as set forth in Section 2.11, (iii) any Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement or any Governmental Authority for the account of any Lender other action that, pursuant to Section 3.058.01, requires consent of 100% of the Lenders (or 100% of the Lenders affected thereby) and the Supermajority Lenders have provided their consent to such amendment, modification or waiver or other action, or if (iv) any Lender is shall become a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); right, (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (cx) in the case of the circumstances described in clauses (i) and (ii), within 30 days after the date of the giving by such Lender of any such assignment resulting from a claim for compensation under Section 3.01 notice or payments demand required or otherwise permitted to be made given pursuant to Section 3.052.06, such assignment will result in a reduction in such compensation 2.10, 2.11 or payments thereafter; 2.13, and (d) such assignment does not conflict with applicable laws; and (ey) in the case of the circumstances described in clauses (iii) and (iv), at any time such assignment resulting from Lender is a failure Non-Consenting Lender or Defaulting Lender, as applicable, in each case as long as no Event of Default or Default then exists, to replace such Lender in accordance with the procedure set forth in Section 2.17(b); provided that no such replacement shall be effected without (i) the prior written consent of the Issuing Banks (such consent not to be unreasonably withheld) and (ii) in the case of the replacement of a Lender that is an amendment Issuing Bank, termination of all Letters of Credit issued by such Issuing Bank (or waiver approved other satisfaction of such Letters of Credit in a manner acceptable to the Issuing Bank) and, if there are no other Issuing Banks at the time, the agreement of the replacement Lender to become an Issuing Bank. (b) If the Borrowers determine to replace a Lender pursuant to this Section 2.17, then the Borrowers will replace such Lender with an Eligible Assignee in accordance with Section 8.06(a), (b) and (d), including execution by such Eligible Assignee of an appropriate Transfer Agreement, provided that no Lender or other Person shall have any obligation to increase its Commitment or otherwise to replace, in whole or in part, any Lender and further provided that if such Lender being replaced is a Non-Consenting Lender, each Eligible Assignee shall consent, at the time of assignment, to each matter in respect of which such replaced Lender was a Non-Consenting Lender and the Borrowers shall also replace each other Lender that is a Non-Consenting Lender at such time with an Eligible Assignee as provided in this Section 2.17(b). Upon satisfaction of the requirements set forth in the first sentence of this Section 2.17(b), payment to such Lender of all principal, interest and such Lender’s share of accrued commitment fees and Letter of Credit commissions, in immediately available funds, and the payment by the Required Lenders, such assignee shall have consented Borrowers of all requested costs accruing to the relevant amendment or waiver. A Lender shall not be required date of purchase which the Borrowers are obligated to make any pay underSection 8.04 and all other amounts owed by the Borrowers to such assignment or delegation ifLender, prior thereto, as a result of a waiver by (i) such Lender being replaced shall execute such Transfer Agreement and shall no longer constitute a “Lender” hereunder and all of its Commitments shall be deemed terminated, except that its rights under Sections 2.06, 2.10, 2.13 and 8.04 shall continue with respect to events and occurrences occurring before or otherwiseconcurrently with its ceasing to be a “Lender” hereunder, and (ii) such Eligible Assignee shall constitute a “Lender” hereunder in accordance with such Transfer Agreement (including assumption of the circumstances entitling Commitment, if any, and other obligations of the Borrower to require such assignment and delegation cease to applyLender being so replaced).

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.2, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 3.6, or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or if a Lender fails consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (ii), the consent to an amendment or waiver approved by of the Required Lenders as to any matter for which shall have been obtained but the consent of one or more of such Lender’s other Lenders whose consent is neededrequired shall not have been obtained, in each case, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee 12604453v 1 24740.000 246 Eligible AssigneeReplacement Lender that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower no Unmatured Default or Default shall have paid to occurred or be continuing; (ii) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.01(b)(iv)12.3; (biii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.3) 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); (civ) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (dv) such assignment does not conflict with applicable lawslaw; and (evi) in the case of any such assignment resulting from a failure Lender becoming a Non- Consenting Lender or a Lender that has not consented to any proposed amendment, modification, waiver or consent which requires the consent of all Lenders (or the Lenders directly affected thereby) and with respect to an amendment or waiver approved by which the Required LendersLenders have consented to such amendment, such waiver or consent, the applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If at any time the Borrower becomes obligated to pay additional amounts described in Sections 2.14, 2.15, or 2.16 as a result of any condition described in such Sections or any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice ceases to the Borrower make Eurodollar Rate Loans pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed2.14, then the Borrower may, at its sole expense and effort, upon on 30 Business Days' prior written notice to the Agent and such Lender, replace such Lender and the Administrative Agent, require by causing such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject pursuant to the restrictions contained in, and consents required by, Section 12.01), 15.1 all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts or other Eligible Assignee selected by the Borrower and acceptable to the Agent for a purchase price equal to the outstanding principal amount of such assignment), Lender's Advances and all accrued interest and fees and other amounts payable hereunder; provided that: that (ai) the Borrower shall have paid no right to replace the Administrative Agent, (ii) neither the Agent the assignment fee specified in Section 12.01(b)(iv); (b) such nor any Lender shall have received any obligation to the Borrower to find a replacement Lender or other such entity, (iii) such replacement must take place no later than 60 days after the Lender shall have demanded payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any additional amounts under one of the Sections described in this Section 3.04) from the assignee 2.18, (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (civ) in no event shall the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not hereby replaced be required to make pay or surrender to such replacement Lender or other entity any such assignment of the fees received or delegation if, prior thereto, as a result of a waiver earned and accrued by such Lender or otherwisehereby replaced pursuant to this Agreement, the circumstances entitling and (v) the Borrower shall pay such additional amounts to require such assignment Lender prior to such Lender being replaced and delegation cease the payment of such additional amounts shall be a condition to applythe replacement of such Lender.

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02‎3.02, or if any Lender gives notice to the Borrower pursuant to Section ‎Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section ‎Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (x) any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.1, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each 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 claims for such indemnity or compensation, (y) any Lender is a Defaulting Lender, Lender or if a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (z) any matter for which such Lender’s consent obligation to make or to convert or continue outstanding Loans or Advances as Eurodollar Loans or Eurodollar Advances has been suspended pursuant to Section 3.3, and, in each such case, such Lender has declined or is neededunable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further suspension, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 12.01(b)(iv)12.3.3 unless waived by the Agent; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees thereon and all other amounts payable to it hereunder and under the other Loan Documents (including (other than with respect to any Defaulting Lender) any amounts under Section 3.043.4) from the assignee (to the extent of such outstanding principal and accrued interest and feesinterest) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from (x) a claim for compensation under Section 3.01 3.1 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafterthereafter or (y) a suspension under Section 3.3, such assignment shall be made to a Lender or Eligible Assignee which is not subject to such a suspension; (div) such assignment does not conflict with applicable lawsApplicable Law; and (ev) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender gives notice of illegality pursuant to Section 2.6(g) or requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.032.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed2.14, then the Borrower may, at its 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 inin Section 9.4, provided that the Borrower shall be obligated to pay the processing and consents required by, Section 12.01recordation fee referred to therein), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: but (ain each case) only if (i) the Borrower shall have paid to has received the prior written consent of the Administrative Agent and the assignment fee specified in Section 12.01(b)(iv); Issuing Bank, which consent shall not unreasonably be withheld, (bii) such Lender shall have 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 payable to it hereunder and under the other Loan Documents (including without limitation all amounts owing to such replaced Lender pursuant to Sections 2.13, 2.14 and 2.15, including with limitation any amounts owing under Section 3.042.13(e) as a result of such replacement), 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 (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.13 or payments required to be made pursuant to Section 3.052.14, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverpayments. A Lender shall not be required to make any such assignment or 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.

Replacement of Lender. If any Lender or any Participant or Assignee requests compensation under Section 3.01 11.15(a) that is not requested by other Lenders, Participants or 3.02Assignees, or if any Lender gives notice to the Borrower pursuant to Section 3.03then, or if the Borrower provided no Default has occurred that is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05continuing, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its sole expense and effort, upon notice to the applicable Lender or Assignee (or the Lender that has entered into the Participation Agreement with such Participant) and to Administrative Agent (i) require the Lender and the Administrative Agent, require or Assignee requesting such Lender compensation to assign and delegate, without recourse (recourse, in accordance with and subject to the restrictions limitations contained in, and consents required by, in Section 12.01), all of 11.13(c) (except that either Borrower or the Eligible Assignee to which such assignment shall be made shall pay the fee provided for therein) its interests, rights and obligations under this Agreement and the related Loan Documents hereunder to an assignee Eligible Assignee approved by Borrower and Administrative Agent (which approval shall not be unreasonably withheld) that shall assume such rights and obligations and shall pay (which assignee may or cause to be another Lender, if a Lender accepts such assignment), provided that: (apaid) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to or Assignee the outstanding principal amount of its Loans, accrued interest thereon, accrued fees the Loans then held by it hereunder and all other amounts payable obligations owing to it hereunder and under the other Loan Documents or (including any amounts under Section 3.04) 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); (cii) in the case of any a Participant requesting such assignment resulting from compensation, require the Participant to assign and delegate (without recourse) its rights and obligations under its participant agreement to a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver replacement Participant approved by the Required LendersLender party to such participation agreement, which replacement Participant shall assume such assignee rights and obligations and shall have consented pay (or cause to be paid) to the relevant amendment or waiverassigning Participant the outstanding principal amount of its participation interest in the Loans and all other obligations owing to it by reason of such participation interest. A Lender or Assignee or Participant shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender Lender, Participant or otherwise, Assignee shall waive its claim for the circumstances entitling the Borrower to require such assignment and delegation cease to applycompensation theretofore claimed under Section 11.15(a).

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.13 or 3.02, or if any Lender gives notice to requires that the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.14, and, in each case such Lender has declined or is unable to designate a different Lending Office, (ii) any Lender suspends its obligation to continue, or if Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender is a Defaulting Lender, or if (iv) any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver approved by the Required Lenders as to (any matter for which such Lender’s consent is needed, a “Subject Lender”), then (A) in the Borrower case of a Defaulting Lender, the Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13 or Section 2.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable lawsLegal Requirements; and (eE) in with respect to a Non-Consenting Lender, the case of proposed amendment, waiver, consent or release with respect to this Agreement or any such assignment resulting from a failure to consent to an amendment or waiver other Loan Document has been approved by the Required LendersMajority Lenders and such amendment, such assignee shall have consented to waiver, consent or release can be effected as a result of the relevant amendment or waiverassignment contemplated by this Section. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.16 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.16, the Borrower may terminate such Defaulting Lender’s Commitment as provided in Section 2.04.

Replacement of Lender. (a) If (i) any Lender requests compensation under Section 3.01 Sections 10.3 or 3.0210.5, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any the Lender pursuant to Section 3.051.11 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 10.7(b), (ii) any Lender does not approve any consent, waiver or amendment that requires the approval of all or all affected Lenders and has been approved by the Requisite Lenders (a “Non-Consenting Lender”), or if (iii) any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its option and at its sole expense and effort, upon within 15 days after the occurrence of such event or receipt by Borrower of such notice to and demand, notify Agent and such Lender of its intention to replace such Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower may obtain, at Borrower’s sole expense, a Replacement Lender for such Lender, which Replacement Lender must comply with the Administrative Agentrequirements of Section 8. 1. If Borrower obtains a Replacement Lender within 90 days following notice of its intention to do so, require such Lender to must sell, assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.01)8.1, all of its interests, rights (other than its existing rights to payments pursuant to Section 10.3, 10.5 or 1.11) and obligations (including Commitments) under this Agreement and the related Loan Documents to a Replacement Lender that is a Qualified Assignee (for an assignee amount equal to the principal balance of all Loans held by such Lender and all accrued interest and fees with respect thereto through the date of such sale) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ) provided that: (a1) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.01(b)(iv)8.1; (b2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c3) in the case of any such assignment resulting from a claim for compensation under Section 3.01 10.3 or Section 10.5 or payments required to be made pursuant to Section 3.051.11, such assignment will result in a reduction in such compensation or payments thereafter; (d4) such assignment does not conflict with applicable lawsApplicable Law; and (e5) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by Lender becoming a Non-Consenting Lender, the Required Lenders, such applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent; and (6) Borrower shall have reimbursed such Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. A Lender Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if such Lender rescinds its demand for increased costs or additional amounts, approves the consent, waiver or amendment at issue, or ceases to be required a Defaulting Lender, within 15 days following its receipt of Borrower’s notice of intention to make any replace such assignment Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Lender within 90 days thereafter, Borrower’s rights under this Section 10.7 shall terminate and Borrower shall promptly pay all increased costs or delegation if, prior thereto, as a result of a waiver additional amounts demanded by such Lender pursuant to Sections 1.11, 10.3 and 10.5. (b) If any Lender requests compensation under Sections 10.3 or otherwise10.5, or Borrower is required to pay any additional amount to the circumstances entitling Lenders or any Governmental Authority for the Borrower account of the Lender pursuant to Section 1.11, then such Lender shall (at the request of Borrower) use reasonable efforts (which shall not require such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be material) to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 1.11, 10.3 or 10.5, as the case may be, in the future, and delegation cease (ii) in each case, would not subject the Lender to applyany unreimbursed cost or expense and would not otherwise be disadvantageous to the Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such LenderXxxxxx’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If Notwithstanding anything to the contrary in this Agreement, if (a) any Lender requests compensation under Section 3.01 or 3.02shall request compensation, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is should be required to pay any Lender any additional amount to any Lender or any Governmental Authority for the account of any Lender amounts, pursuant to Section 3.052.15 hereof or Article 9 hereof, (b) any Lender shall default in providing funds as contemplated by Section 2.7 hereof, or if (c) any Lender determines that it is a Defaulting Lenderunlawful for it to make LIBOR Advances or is otherwise unable to make any LIBOR Advance pursuant to 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 a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to notice of any matter for which such Lender’s consent is neededevent, then the Borrower may, at its sole expense and effort, upon notice to may require that 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, and consents required by, Section 12.01), transfer all of its interestsright, rights title and obligations interest under this Agreement and the related other Loan Documents Documents, including such Lender's Note, to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) any lender identified by the Borrower shall have paid which otherwise meets the requirements of an Assignee under Section 11.6 hereof and which is acceptable to the Administrative Agent Lender (a "Proposed Lender"), if such Proposed Lender agrees to assume all of the assignment fee specified in Section 12.01(b)(iv); (b) obligations of such Lender shall have received payment of an amount for consideration equal to the outstanding principal amount of its Loansand interest on the Advances owed to such Lender, accrued and such Lender has otherwise been reimbursed for all Obligations other than principal and interest thereon, accrued fees and all other amounts payable under this Agreement to it hereunder and under the other Loan Documents date of the transfer (including any amounts under Section 3.04) from the assignee (but not limited to the extent of all additional compensation which such outstanding principal 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 3.01 or payments required to be made Lender is otherwise due pursuant to Section 3.05, such assignment will result in a reduction in such compensation 2.15 hereof or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverArticle 9 hereof). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require Upon such assignment and delegation cease to apply.assumption, such Proposed Lender shall be a "Lender" for all purposes hereunder. - 66 -

Replacement of Lender. If any Lender requests compensation under Section ‎Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.03‎3.02, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ‎Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section ‎Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section ‎Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section ‎Section 3.01 or payments required to be made pursuant to Section ‎Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 or 3.02requests, or if any Lender gives provides notice to the Borrower pursuant that it intends to request, compensation under Section 3.032.12, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.052.15, or if (iii) any Lender is becomes a Defaulting Lender or (iv) any Lender becomes a Non-Consenting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, in Section 12.018.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (aA) the Borrower shall have paid to received the Administrative Agent prior written consent of the assignment fee specified Agent, which consent, in Section 12.01(b)(iv); each case, shall not unreasonably be withheld or delayed, (bB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) hereunder, from the assignee (to the extent of such outstanding principal principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts); , (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.12 or payments required to be made pursuant to Section 3.052.15, such assignment will result in a material reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable laws; and (eD) in the case of any such assignment resulting from the status of such Lender as a failure Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the Borrower to consent obtain sufficient consents to an amendment cause the applicable amendment, modification or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverbecome effective. A Lender shall not be required to make any such assignment or 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.

Replacement of Lender. If any Lender requests compensation under Section 3.01 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.07(b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender or a Declining Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.01), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the The Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letter of Credit draws, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Section 3.01 3.1 or 3.02, 3.2 or if any Lender gives notice ceases to the Borrower have an obligation to make Eurodollar Loans pursuant to Section 3.033.3, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, Section 12.0112.1), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv12.1(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.4) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 3.1 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender requests compensation under Sections 3.1 or 3.2 (or has given notice pursuant to Section 3.01 or 3.023.6 that such request may be made), or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 (or has given notice pursuant to Section 3.6 that such payment may be required), or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Visa Inc. may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, and each such Lender agrees to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.01Sections 13.1, 13.2 and 13.3), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower Visa Inc. shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv13.3.1(d); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) Sections 3.1 or 3.2 from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverLaws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Visa Inc. to require such assignment and delegation cease to apply.. 41 Five-Year Revolving Credit Agreement

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.2, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 3.6, or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or if a Lender fails consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (ii), the consent to an amendment or waiver approved by of the Required Lenders as to any matter for which shall have been obtained but the consent of one or more of such Lender’s other Lenders whose consent is neededrequired shall not have been obtained, in each case, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Replacement Lender that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower no Unmatured Default or Default shall have paid to occurred or be continuing; 15484836v115484836v9 (ii) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.01(b)(iv)12.3; (biii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.3) 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); (civ) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (dv) such assignment does not conflict with applicable lawslaw; and (evi) in the case of any such assignment resulting from a failure Lender becoming a Non- Consenting Lender or a Lender that has not consented to any proposed amendment, modification, waiver or consent which requires the consent of all Lenders (or the Lenders directly affected thereby) and with respect to an amendment or waiver approved by which the Required LendersLenders have consented to such amendment, such waiver or consent, the applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 or 3.02requests, or if any Lender gives provides notice to the Borrower pursuant that it intends to request, compensation under Section 3.032.12, or if (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.052.15, or if (iii) any Lender is becomes a Defaulting Lender, (iv) any Lender becomes a Non-Consenting Lender or if (v) any Lender becomes a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Declining Lender’s consent is needed, then the Borrower may, at its 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, and consents required by, in Section 12.018.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (aA) the Borrower shall have paid to received the Administrative prior written consent of the Agent the assignment fee specified (and, if a Commitment is being assigned, each Issuing Bank), which consent, in Section 12.01(b)(iv); each case, shall not unreasonably be withheld or delayed, (bB) such Lender shall have received payment of an amount equal to the outstanding principal amount of its LoansAdvances and funded participations in Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) hereunder, from the assignee (to the extent of such outstanding principal principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts); , (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.01 2.12 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.to

Replacement of Lender. If (i) any Lender requests compensation under Section 3.01 2.13(a) or 3.02(b), (ii) any Lender suspends its obligation to continue, or if any Lender gives notice to the Borrower Convert Advances into, Libor Rate Advances pursuant to Section 3.032.03(c)(ii) or Section 2.11, or if the Borrower is required to pay any additional amount to (iii) any Lender or becomes a Defaulting Lender (any Governmental Authority for such Lender, a “Subject Lender”), then (A) in the account case of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the Borrower Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that, in any event: (ai) as to assignments requested by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv)9.06; (bii) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.042.12) 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); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.052.13, such assignment will result in a reduction in such compensation or payments thereafter;; and (div) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver approved by the Required Lenders, such assignee shall have consented to the relevant amendment or waiverLegal Requirements. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same.

Replacement of Lender. If any Lender requests compensation under Section 3.01 Sections 3.1 or 3.02, or if any Lender gives notice to the Borrower pursuant to Section 3.033.2, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.053.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 3.6, or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or if a Lender fails consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (ii), the consent to an amendment or waiver approved by of the Required Lenders as to any matter for which shall have been obtained but the consent of one or more of such Lender’s other Lenders whose consent is neededrequired shall not have been obtained, in each case, then the Borrower may, at its 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, and consents required by, Section 12.0112.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible AssigneeReplacement Lender that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower no Unmatured Default or Default shall have paid to occurred or be continuing; (ii) the Administrative Agent shall have received the assignment fee (if any) specified in Section 12.01(b)(iv)12.3; (biii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.043.3) 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); (civ) in the case of any such assignment resulting from a claim for compensation under Section 3.01 Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.053.5, such assignment will result in a reduction in such compensation or payments thereafter; (dv) such assignment does not conflict with applicable lawslaw; and (evi) in the case of any such assignment resulting from a failure Lender becoming a Non- Consenting Lender or a Lender that has not consented to any proposed amendment, modification, waiver or consent which requires the consent of all Lenders (or the Lenders directly affected thereby) and with respect to an amendment or waiver approved by which the Required LendersLenders have consented to such amendment, such waiver or consent, the applicable assignee shall have consented to the relevant amendment applicable amendment, waiver or waiverconsent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender or any Participant or Assignee requests compensation under Section 3.01 11.15(a) that is not requested by other Lenders, Participants or 3.02Assignees, or if any Lender gives notice to the Borrower pursuant to Section 3.03then, or if the Borrower provided no Default has occurred that is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.05, or if any Lender is a Defaulting Lender, or if a Lender fails to consent to an amendment or waiver approved by the Required Lenders as to any matter for which such Lender’s consent is needed, then the continuing Borrower may, at its sole expense and effort, upon notice to the applicable Lender or Assignee (or the Lender that has entered into the Participation Agreement with such Lender Participant) and to the Administrative Agent, Agent (i) require the Lender or Assignee requesting such Lender compensation to assign and delegate, without recourse (recourse, in accordance with and subject to the restrictions limitations contained in, and consents required by, in Section 12.01), all of 11.13(c) (except that either Borrower or the Eligible Assignee to which such assignment shall be made shall pay the fee provided for therein) its interests, rights and obligations under this Agreement and the related Loan Documents hereunder to an assignee Eligible Assignee approved by Borrower and Administrative Agent (which approval shall not be unreasonably withheld) that shall assume such rights and obligations and shall pay (which assignee may or cause to be another Lender, if a Lender accepts such assignment), provided that: (apaid) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv); (b) such Lender shall have received payment of an amount equal to or Assignee the outstanding principal amount of its Loans, accrued interest thereon, accrued fees the Loan then held by it hereunder and all other amounts payable obligations owing to it hereunder and under the other Loan Documents or (including any amounts under Section 3.04) 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); (cii) in the case of any a Participant requesting such assignment resulting from compensation, require the Participant to assign and delegate (without recourse) its rights and obligations under its participant agreement to a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable laws; and (e) in the case of any such assignment resulting from a failure to consent to an amendment or waiver replacement Participant approved by the Required LendersLender party to such participation agreement, which replacement Participant shall assume such assignee rights and obligations and shall have consented pay (or cause to be paid) to the relevant amendment or waiverassigning Participant the outstanding principal amount of its participation interest in the Loan and all other obligations owing to it by reason of such participation interest. A Lender or Assignee or Participant shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender Lender, Participant or otherwise, Assignee shall waive its claim for the circumstances entitling the Borrower to require such assignment and delegation cease to applycompensation theretofore claimed.

Replacement of Lender. If (a) Borrower becomes obligated to pay any additional amounts to any Lender requests compensation under Section 3.01 pursuant to Sections 2.18 or 3.022.19, or if any Lender gives notice to the Borrower pursuant to Section 3.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.052.15, or if (b) any Lender is a Defaulting Lender, (c) any Lender delivers a notice pursuant to Section 2.19 with respect to circumstances that do not affect other Lenders hereunder or if (d) any Lender becomes a Lender fails to consent to an amendment or waiver approved by the Required Lenders “Non-Consenting Lender” (as to any matter for which such Lender’s consent is neededdefined below), then the Borrower may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) terminate the Commitments of such Lender and repay all obligations of Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date, or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.019.13), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.01(b)(iv9.13(b) (unless Administrative Agent waives such fee); (bB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04) 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 3.01 or payments required to be made pursuant to Section 3.05, such assignment will result in a reduction in such compensation or payments thereafter; (dC) such assignment does not conflict with applicable laws; andLegal Requirements. (ei) in the case of any such assignment resulting from a failure Borrower or Administrative Agent request Lenders to consent to an amendment a departure or waiver approved by of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.1 and (iii) the Required LendersLenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such assignee consent, waiver or amendment shall have consented to the relevant amendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as deemed a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply“Non-Consenting Lender”.