Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15

Replacement of Lender. Within forty-five days after (5i) Business Days receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided that such default shall not have been cured, or (iii) any failure by any Lender (a “Non-Consenting Lender”other than any Agent or an Affiliate of any Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification (or where in lieu of Required Lender consent) but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicablenotify the Administrative Agent and, notify in the case the Affected Lender is a Revolving Lender, the Revolver Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAdministrative Agent and, in the case the Affected Lender is a Revolving Lender, the Revolver Agent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender Xxxxxx does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Administrative Agent and, in the case the Affected Lender is a Revolving Lender, the Revolver Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the a Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than an Agent or an Affiliate of an Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the such Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent Agents and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the such Borrower’s intention to obtain, at the such Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgents. In the event the such Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that such Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the such Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)such Borrower, the Replacement Lender and the Appropriate Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, an Agent or a Borrower may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender or an Impacted Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par; provided, such Replacement Lender identified by a Borrower shall be reasonably acceptable to the Agents. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five (545) Business Days after days after: (i) receipt by Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain Borrowers obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Revolving Loan Commitments to such Replacement Lender, at par, provided that Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five In the event that a Replacement Event (5as defined below) Business Days after any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Administrative Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of any Borrower, to assume such Lender’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Non-Consenting Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall be reasonably satisfactory to assume the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf obligations of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicableoriginal Lender under this Agreement), the Replacement Lender shall succeed to the rights and Agentobligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. “Replacement Event” shall mean, shall be effective for purposes with respect to any Lender, (a) the commencement of this Section 14.15or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Sections 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. Within five (5) Business Days after If, in connection with any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendmentproposed change, waiver waiver, discharge or modification termination to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but of the provisions of this Agreement that requires the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Administrative Agent shall have the right with respect the consent of Company, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to subsection 2.8 so long as at the time of such replacement each outstanding Loan of each such Lender being replaced is repaid in full (including accrued and unpaid interest or any fees or other amounts then due and payable) and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitments and/or repay in full each outstanding Loan of such Lender, provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Requisite Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that Company shall not have the right to terminate such non-consenting Lender’s Commitments and repay in full its outstanding Loans pursuant to clause (B) if, immediately after the termination of such Lender’s Revolving Loan Commitment, the Borrower Revolving Loan Exposure of all Lenders would exceed the Revolving Loan Commitments of all Lenders; and provided, further, that in any event Administrative Agent shall not have the right to replace a Lender, terminate its Commitments or the Required Lenders may, at repay its or their option, Loans solely as applicable, notify Agent and such Non-Consenting Lender a result of the Borrowerexercise of such Lender’s intention rights (and the withholding of any required consent by such Lender) to obtain, at refuse to increase its Commitment over the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory amount then in effect pursuant to the Required Lenders. In second proviso contained in the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice first sentence of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15subsection 10.6A.

Replacement of Lender. Within forty five (545) Business Days after days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five In the event that a Replacement Event (5as defined below) Business Days after any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) acceptable to the Administrative Agent, and which is not the Borrower or an Affiliate of the Borrower, to assume such Lender’s Commitments hereunder and to purchase the Loans of such Lender and such Lender’s rights hereunder, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the par value of the Obligations owed to such Non-Consenting LenderLender under the Loan Documents, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall be reasonably satisfactory assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the Required Lenders. In rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the event obligations of the Borrower to indemnify such Lender with respect to any event occurring or Required Lenders, obligations arising before such replacement shall survive such replacement. The Administrative Agent is hereby irrevocably appointed as applicable, obtain a attorney-in-fact to execute any such documentation on behalf of any Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to if such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not fails to execute an Assignment Agreement pursuant to Section 14.1 same within five (5) Business Days after receipt being presented with such documentation. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent; (b) the making of any claim by any Lender under Section 2.9(b), 11.2, 11.3 or 11.5, unless the changing of the lending office by such replaced Non-Consenting Lender would obviate the need of notice of replacement pursuant such Lender to this Section 14.15 and presentation make future claims under such Sections; (c) such Lender’s becoming a Defaulting Lender; or (d) such Lender refuses to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant consent to this Section 14.15a proposed amendment, the Borrower modification, waiver or the Agent (at the request other action requiring consent of the holders of 100% of the Commitments or 100% of the affected Lenders under Section 10.12 that is consented to by the Required Lenders) shall be entitled (but not obligated) Lenders prior to execute such an Assignment Agreement on behalf the replacement of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15Lenders in connection therewith.

Replacement of Lender. Within five ten (510) Business Days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have Agent has already consented to such amendment, waiver or modification but the consent of each Lender additional Lender(s) (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within five sixty (560) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Revolving Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.8, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within five (5a) Business Days after If at any failure by time any Lender (becomes a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such Non-Consenting Lender (as defined in paragraph (c) below) then the Company may, on ten Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution, or other entity unrelated to and not affiliated with any member of the Borrower’s intention Group (a "Replacement Lender") selected by the Company, which confirms its willingness to obtain, assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the Borrower’s expense, time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause shall be subject to the following conditions: (i) the Company shall have no right to replace the Agent (in such capacity); (ii) neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement Lender; (iii) in the event of a replacement Lender (“Replacement Lender”) for such of a Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) such replacement must take place no later than 30 Business Days following notice of its or their intention to do so, after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Company; and Table of Contents (iv) in no event shall sell and assign its Term Loans and Term Loan Commitments the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender, at par. Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five that: (5i) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower Company or the Agent (at the request of the Required Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (ii) the waiver or amendment in question requires the consent of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent of the Total Commitments prior to that reduction) have consented to such waver or amendment, then any Lender who does not and continues not to agree to such waiver or amendment shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced deemed a "Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15".

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (In the event that a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification Replacement Event occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and Borrowers may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) reasonably acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of a Borrower, to assume such Lender’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender’s rights hereunder and (if such Lender is the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Non-Consenting Lender, which without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender shall be of documentation reasonably satisfactory to the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain a Administrative Agent (pursuant to which such Replacement Lender within five (5) Business Days following notice shall assume the obligations of its or their intention to do sosuch original Lender under this Agreement), the Non-Consenting Replacement Lender shall sell succeed to the rights and assign its Term Loans obligations of such Lender hereunder and Term Loan Commitments such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. The Administrative Agent is hereby irrevocably appointed as attorney-in-fact to execute any such documentation on behalf of any Replacement Lender if such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not fails to execute an Assignment Agreement pursuant to Section 14.1 same within five (5) Business Days after receipt being presented with such documentation. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent; (b) the making of any claim by any Lender under Section 2.8(b), 12.2, 12.3 or 12.5, unless the changing of the lending office by such replaced Non-Consenting Lender would obviate the need of notice of replacement pursuant such Lender to this Section 14.15 and presentation make future claims under such Sections; (c) such Lender’s becoming a Defaulting Lender; or (d) such Lender refuses to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant consent to this Section 14.15a proposed amendment, the Borrower modification, waiver or the Agent (at the request other action requiring consent of the Required Lenders) shall be entitled (but not obligated) holders of 100% of the Revolving Loan Commitment or 100% of the affected Lenders under Section 11.12 that is consented to execute such an Assignment Agreement on behalf by the Majority Lenders prior to the replacement of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15Lenders in connection therewith.

Replacement of Lender. Within forty-five (545) Business Days days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1,10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender having Revolving Loans or Term Loan or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement and Acceptance pursuant to Section 14.1 9.8 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement and Acceptance evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement and Acceptance on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement and Acceptance so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.15this

Replacement of Lender. Within five After: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for any payment provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto (provided, in the event such non-consenting Lender is the Agent or an Affiliate of the Agent, the Borrower shall have given five (5) Business Days prior written notice to the Agent of the Borrower’s intention to remove the Agent or such Affiliate pursuant to this Section 9.22; provided, further, that the Required Lenders Agent shall have the right, notwithstanding anything to the contrary set forth in Section 8.9, to resign as the Agent hereunder effective upon the consummation of the replacement of such Lender pursuant to this Section 9.22), the Borrower may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender in the case of any Revolving Lender shall be reasonably satisfactory to the Required LendersAgent (unless such Affected Lender (or such non-consenting Lender) is the Agent or an Affiliate of the Agent, in which case such consent of the Agent shall not be required). In the event that the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within five (5) Business Days following notice of its or their intention to do soLender, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par; provided that the Borrower shall have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment and, in the case of such a non-consenting Lender that is being replaced as a result of such Lender’s failure to consent to a requested amendment, waiver or modification to this Agreement, such non-consenting Lender has been paid any applicable prepayment premium that would be due to it under Section 1.9(d) in connection therewith. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (In the event that a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification Replacement Event occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Administrative Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) reasonably acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of any Borrower, to assume such Lender’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender’s rights hereunder and (if such Lender is the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Non-Consenting Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall be reasonably satisfactory to assume the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf obligations of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicableoriginal Lender under this Agreement), the Replacement Lender shall succeed to the rights and Agentobligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. “Replacement Event” shall mean, shall be effective for purposes with respect to any Lender, (a) that such Lender has become a Defaulting Lender, (b) the making of this any claim by any Lender under Section 14.152.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections or (c) the refusal of such Lender to consent to an amendment or wavier otherwise approved by the Required Lenders.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6 or inability to make LIBOR Loans pursuant to Section 10.2; (ii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto; or (iii) any Lender becoming a Non-Funding Lender pursuant to clause (a) of the definition thereof, the Borrower or the Required Lenders may, at its or their option, as applicablenotify the Administrative Agent and, notify in the case the Affected Lender is a Revolving Lender, the Revolver Agent and such Affected Lender (or such non-consenting Lender or such Non-Consenting Lender Funding Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender or such Non-Consenting Funding Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAdministrative Agent and, in the case the Affected Lender is a Revolving Lender, the Revolver Agent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Affected Lender (or such non-consenting Lender or such Non-Consenting Lender Funding Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement LenderLender (provided that no Disqualified Institution may become a Replacement Lender except during the continuation of an Event of Default under Section 7.1(a), 7.1(f) or 7.1(g)), at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender (provided that no Disqualified Institution may become a Replacement Lender except during the continuation of an Event of Default under Section 7.1(a), 7.1(f) or 7.1(g)) and the Administrative Agent and, in the case the Affected Lender is a Revolving Lender, the Revolver Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Administrative Agent may, but shall not be obligated to, obtain a Replacement Lender (provided that no Disqualified Institution may become a Replacement Lender except during the continuation of an Event of Default under Section 7.1(a), 7.1(f) or 7.1(g)) and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender that is not Administrative Agent or an Affiliate of Administrative Agent (an “Affected Lender”) for payment of indemnified taxes or additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Administrative Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Administrative Agent and such NonAffected Lender or such non-Consenting Lender consenting Lender, as the case may be, of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender or such non-Consenting consenting Lender, as the case may be, which Replacement Lender shall be reasonably satisfactory to the Required LendersAdministrative Agent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within five sixty (560) Business Days days following notice of its or their intention to do so, the NonAffected Lender or non-Consenting Lender consenting Lender, as the case may be, shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Administrative Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender, the Borrower or Administrative Agent may obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender at any time and without prior notice to such Non-Funding Lender and cause its Loans and Commitments to be sold and assigned at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Revolving Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five After: (5i) Business Days after receipt by the Borrowers of written notice and demand from any Lender (an “Affected Lender”) for any payment provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto (provided, in the event such non-consenting Lender is the Agent or an Affiliate of the Agent, the Borrower Borrowers shall have given five Business Days prior written notice to the Agent of the Borrowers’ intention to remove the Agent or such Affiliate pursuant to this Section 9.22; provided, further, that the Required Lenders Agent shall have the right, notwithstanding anything to the contrary set forth in Section 8.7, to resign as the Agent hereunder effective upon the consummation of the replacement of such Lender pursuant to this Section 9.22), the Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (the “Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required Lenders). In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within five (5) Business Days following notice of its or their intention to do soLender, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par; provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)each Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such replaced Lender to indemnification hereunder shall survive. Notwithstanding anything to the contrary in this Section 9.22, the Borrowers shall be permitted to purchase and immediately cancel a non-consenting Lender’s Loans, at par, with proceeds of an equity contribution to the Borrowers; provided that the Borrowers have reimbursed such non-consenting Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale.

Replacement of Lender. Within forty-five (5) Business Days days after any failure receipt by a Borrower of written notice and demand from any Lender (a an “Non-Consenting Affected Lender”) to consent to a requested amendmentfor payment of additional costs as provided in Sections 1.14, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto1.16 and/or 1.19, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such Non-Consenting Affected Lender of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Replace­ment Lender”) for such Non-Consenting Affected Lender, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Non-Consenting Affected Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 11.21 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.1511.21, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, Agent shall be effective for purposes of this Section 14.151.22

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 11.01, 11.03 or 11.06; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in to which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto (“Non-Consenting Lender”), the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such Affected Lender or Non-Consenting Lender Lender, as applicable, of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Affected Lender or Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within five (5) Business Days 45 days following notice of its or their intention to do so, the Affected Lender or Non-Consenting Lender Lender, as applicable, shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par; provided, that Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 10.07 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15Section, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15and Section 10.07. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender, as applicable, at any time with three Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in full or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 10.07, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, an Increased Costs Lender or a Non-Consenting Lender, by giving five Business Days’ prior written notice to the Facility Agent and such Lender replace such Lender by requiring such Lender to (5and to the extent permitted by law such Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Company, and which (unless the Facility Agent is an Impaired Facility Agent) is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) Any transfer of rights and obligations of a Defaulting Lender, Increased Costs Lender or Non-Consenting Lender pursuant to this Clause shall be subject to the following conditions: (i) without prejudice to paragraph (a) of Clause 26.12 (Replacement of the Facility Agent), the Company shall have no right to replace the Facility Agent; (ii) neither the Facility Agent nor any Lender shall have any obligation to the Company to find a Replacement Lender; (iii) in the case of a Defaulting Lender or Increased Costs Lender, the transfer must, subject to paragraph (d) below, take place no later than five Business Days after the notice referred to in paragraph (a) above; (iv) in the case of a Non-Consenting Lender, the transfer must take place no later than 30 Business Days after the date the Non-Consenting Lender notifies the Company and the Facility Agent of its being a Non-Consenting Lender; and (v) in no event shall the Defaulting Lender, Increased Costs Lender or Non-Consenting Lender be required to pay or surrender to the Replacement Lender any failure of the fees received by the such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender (who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”. (d) to consent to a requested amendment, waiver if the Facility Agent has not executed the Transfer Certificate or modification to any Loan Document Assignment Agreement in which Required Lenders have already consented relation to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such Non-Consenting Lender transfer within five Business Days of the Borrower’s intention notice referred to obtain, at the Borrower’s expense, a replacement Lender in paragraph (“Replacement Lender”a) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory above due to the Required Lenders. In Facility Agent not being satisfied with all necessary “know your customer” or similar checks referred to in paragraph (b) of Clause 22.5 (Procedure for transfer), then the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender transfer must take place within five (5) one Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request Day of the Required Lenders) shall be entitled (but not obligated) to execute date on which the Facility Agent notifies the Company and the relevant Lender that it is satisfied with all such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15necessary “know your customer” or similar checks.

Replacement of Lender. Within forty-five (545) Business Days after days after: (i) receipt by the Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders or Required Revolving Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected therebythereby or Supermajority Lenders, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or any defaulting or such non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at parfor a purchase price equal to the outstanding Loans, accrued interest, fees and charges (if any) then owing to such Affected Lender hereunder, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (In the event that a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification Replacement Event occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) reasonably acceptable to the Administrative Agent, and which is not the Borrower or an Affiliate of the Borrower, to assume such Lender’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender’s rights hereunder and (if such Lender is the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Non-Consenting Lender, which without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender shall be of documentation reasonably satisfactory to the Required Lenders. In Administrative Agent (pursuant to which such Replacement Lender shall assume the event obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder; provided that the obligations of the Borrower to indemnify such Lender with respect to any event occurring or Required Lenders, obligations arising before such replacement shall survive such replacement. The Administrative Agent is hereby irrevocably appointed as applicable, obtain a attorney-in-fact to execute any such documentation on behalf of any Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to if such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not fails to execute an Assignment Agreement pursuant to Section 14.1 same within five (5) Business Days after receipt being presented with such documentation. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent; (b) the making of any claim by any Lender under Sections 2.18, 11.2, 11.3 or 11.5, unless the changing of the lending office by such replaced Non-Consenting Lender would obviate the need of notice of replacement pursuant such Lender to this Section 14.15 and presentation make future claims under such Sections; (c) such Lender’s becoming a Defaulting Lender; or (d) such Lender refuses to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant consent to this Section 14.15a proposed amendment, the Borrower modification, waiver or the Agent (at the request other action requiring consent of the Required Lenders) shall be entitled (but not obligated) holders of 100% of the Revolving Loan Commitment or 100% of the affected Lenders under Section 10.12 that is consented to execute such an Assignment Agreement on behalf by the Majority Lenders prior to the replacement of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15Lenders in connection therewith.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower Representative of written notice and demand from any Lender that is not Administrative Agent or an Affiliate of Administrative Agent (an “Affected Lender”) for payment of indemnified taxes or additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Administrative Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Administrative Agent and such NonAffected Lender or such non-Consenting Lender consenting Lender, as the case may be, of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender or such non-Consenting consenting Lender, as the case may be, which Replacement Lender shall be reasonably satisfactory to the Required LendersAdministrative Agent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within five sixty (560) Business Days days following notice of its or their intention to do so, the NonAffected Lender or non-Consenting Lender consenting Lender, as the case may be, shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Administrative Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender, the Borrowers or Administrative Agent may obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender at any time and without prior notice to such Non-Funding Lender and cause its Loans and Commitments to be sold and assigned at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five After: (5i) Business Days after receipt by the Borrowers of written notice and demand from any Lender (an “Affected Lender”) for any payment provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto (provided, in the event such non-consenting Lender is the Agent or an Affiliate of the Agent, the Borrower Borrowers shall have given five Business Days prior written notice to the Agent of the Borrowers’ intention to remove the Agent or such Affiliate pursuant to this Section 9.22; provided, further, that the Required Lenders Agent shall have the right, notwithstanding anything to the contrary set forth in Section 8.9, to resign as the Agent hereunder effective upon the consummation of the replacement of such Lender pursuant to this Section 9.22), the Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (the “Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required Lenders). In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within five (5) Business Days following notice of its or their intention to do soLender, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par; provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment and, in the case of such a non-consenting Lender that is being replaced as a result of such Lender’s failure to consent to a requested amendment, waiver or modification to this Agreement to permit a Repricing Event, such non-consenting Lender has been paid any applicable prepayment premium that would be due to it under Section 1.9(b) in connection with such Repricing Event if such non-consenting Lender had not been so replaced. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)each Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such replaced Lender to indemnification hereunder shall survive. Notwithstanding anything to the contrary in this Section 9.22, the Borrowers shall be permitted to purchase and immediately cancel a non-consenting Lender’s Loans, at par, with proceeds of Incremental Loans or an equity contribution to the Borrowers; provided that the Borrowers have reimbursed such non-consenting Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and, in the case of such a non-consenting Lender that is being replaced as a result of such Lender’s failure to consent to a requested amendment, waiver or modification to this Agreement to permit a Repricing Event, such non-consenting Lender has been paid any applicable prepayment premium that would be due to it under Section 1.9(b) in connection with such Repricing Event if such non-consenting Lender had not been so replaced.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 9.1, 9.3 and/or 9.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Revolving Loan Commitments Commitment to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 8.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 8.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.158.22 and Section 8.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 8.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five In the event that a Replacement Event (5as defined below) Business Days after any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) acceptable to the Administrative Agent, and which is not the Borrower or an Affiliate of the Borrower, to assume such Lender’s Commitments hereunder, to purchase the Loans and participations of such Lender and such Lender’s rights hereunder and (if such Lender is the Issuing Bank) to issue Letters of Credit in substitution for all Letters of Credit issued by such Non-Consenting Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the par value of the Obligations owed to such Lender under the Loan Documents plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall be reasonably satisfactory assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the Required Lenders. In rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the event obligations of the Borrower to indemnify such Lender with respect to any event occurring or Required Lenders, obligations arising before such replacement shall survive such replacement. The Administrative Agent is hereby irrevocably appointed as applicable, obtain a attorney-in-fact to execute any such documentation on behalf of any Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to if such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not fails to execute an Assignment Agreement pursuant to Section 14.1 same within five (5) Business Days after receipt being presented with such documentation. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent; (b) the making of any claim by any Lender under Section 2.9(b), 11.2, 11.3 or 11.5, unless the changing of the lending office by such replaced Non-Consenting Lender would obviate the need of notice of replacement pursuant such Lender to this Section 14.15 and presentation make future claims under such Sections; (c) such Lender’s becoming a Defaulting Lender; or (d) such Lender refuses to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant consent to this Section 14.15a proposed amendment, the Borrower modification, waiver or the Agent (at the request other action requiring consent of the holders of 100% of the Commitments or 100% of the affected Lenders under Section 10.12 that is consented to by the Required Lenders) shall be entitled (but not obligated) Lenders prior to execute such an Assignment Agreement on behalf the replacement of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15Lenders in connection therewith.

Replacement of Lender. Within forty-five days after (5i) Business Days receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided that such default shall not have been cured, or (iii) any failure by any Lender (a “Non-Consenting Lender”other than any Agent or an Affiliate of any Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification (or where in lieu of Required Lender consent) but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicablenotify the Administrative Agent and, notify in the case the Affected Lender is a Revolving Lender, the Revolver Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAdministrative Agent and, in the case the Affected Lender is a Revolving Lender, the Revolver Agent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Administrative Agent and, in the case the Affected Lender is a Revolving Lender, the Revolver Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Administrative Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (In the event that a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification Replacement Event occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) acceptable to the Administrative Agent, and which is not the Borrower or an Affiliate of the Borrower, to assume such Lender’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender’s rights hereunder and (if such Lender is the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Non-Consenting Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall be reasonably satisfactory assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the Required Lenders. In rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the event obligations of the Borrower to indemnify such Lender with respect to any event occurring or Required Lenders, obligations arising before such replacement shall survive such replacement. The Administrative Agent is hereby irrevocably appointed as applicable, obtain a attorney-in-fact to execute any such documentation on behalf of any Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to if such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not fails to execute an Assignment Agreement pursuant to Section 14.1 same within five (5) Business Days after receipt being presented with such documentation. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent; (b) the making of any claim by any Lender under Section 2.8(b), 12.2, 12.3 or 12.5, unless the changing of the lending office by such replaced Non-Consenting Lender would obviate the need of notice of replacement pursuant such Lender to this Section 14.15 and presentation make future claims under such Sections; (c) such Lender’s becoming a Defaulting Lender; or (d) such Lender refuses to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant consent to this Section 14.15a proposed amendment, the Borrower modification, waiver or the Agent (at the request other action requiring consent of the Required Lenders) shall be entitled (but not obligated) holders of 100% of the Revolving Loan Commitment or 100% of the affected Lenders under Section 11.12 that is consented to execute such an Assignment Agreement on behalf by the Majority Lenders prior to the replacement of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15Lenders in connection therewith.

Replacement of Lender. Within forty-five (545) Business Days after days after: (i) receipt by Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain Borrowers obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at parpar (plus, in the case of a sale or assignment by such non-consenting Lender, any applicable Prepayment Premium, if any), provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required the Majority Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be a Lender or otherwise be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (In the event that a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification Replacement Event occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to Lender, Borrower may designate another financial institution (such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) acceptable to Agents, and which is not Borrower or an Affiliate of Borrower, to assume such Lender’s portion of the Commitments hereunder and to purchase the Loans and participations of such Lender and such Lender’s rights hereunder, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to Administrative Agent by the Replacement Lender of documentation satisfactory to Agents (pursuant to which such Replacement Lender shall be reasonably satisfactory to assume the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf obligations of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicableoriginal Lender under this Agreement), the Replacement Lender shall succeed to the rights and Agentobligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or such Lender shall be effective for purposes become a Defaulting Lender or (b) the making of this Section 14.15any claim by any Lender under Sections 2.11 or 2.12, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. Within five (5) Business Days after If, in connection with any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendmentproposed change, waiver waiver, discharge or modification termination to any Loan Document of the provisions of this Agreement as contemplated by the first proviso contained in which Required the first sentence of subsection 10.6A, the consent of the Requisite Lenders have already consented to such amendment, waiver or modification is obtained but the consent of each Lender (one or each Lender directly and adversely affected thereby, as applicable) more of such other Lenders whose consent is required is not obtained, then Administrative Agent shall have the right with respect the consent of Company, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to subsection 2.8 so long as at the time of such replacement each outstanding Loan of each such Lender being replaced is repaid in full and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitments and/or repay in full each outstanding Loan of such Lender, provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Requisite Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that Company shall not have the right to terminate such non-consenting Lender's Commitments and repay in full its outstanding Loans pursuant to clause (B) if, immediately after the termination of such Lender's Revolving Loan Commitment, the Borrower Revolving Loan Exposure of all Lenders would exceed the Revolving Loan Commitments of all Lenders; and provided, further, that in any event Administrative Agent shall not have the right to replace a Lender, terminate its Commitments or the Required Lenders may, at repay its or their option, Loans solely as applicable, notify Agent and such Non-Consenting Lender a result of the Borrower’s intention exercise of such Lender's rights (and the withholding of any required consent by such Lender) to obtain, at refuse to increase its Commitment over the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory amount then in effect pursuant to the Required Lenders. In second proviso contained in the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice first sentence of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15subsection 10.6A.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five (5) Business Days after If, in connection with any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendmentproposed change, waiver waiver, discharge or modification termination to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but of the provisions of this Agreement that requires the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Administrative Agent shall have the right with respect the consent of Company, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to subsection 2.8 so long as at the time of such replacement each outstanding Loan of each such Lender being replaced is repaid in full (including accrued and unpaid interest or any fees or other amounts then due and payable) and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitments and/or repay in full each outstanding Loan of such Lender; provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Requisite Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that Company shall not have the right to terminate such non-consenting Lender’s Commitments and repay in full its outstanding Loans pursuant to clause (B) if, immediately after the termination of such Lender’s Revolving Loan Commitment, the Borrower Revolving Loan Exposure of all Lenders would exceed the Revolving Loan Commitments of all Lenders; and provided, further, that in any event Administrative Agent shall not have the right to replace a Lender, terminate its Commitments or the Required Lenders may, at repay its or their option, Loans solely as applicable, notify Agent and such Non-Consenting Lender a result of the Borrowerexercise of such Lender’s intention rights (and the withholding of any required consent by such Lender) to obtain, at refuse to increase its Commitment over the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory amount then in effect pursuant to the Required Lenders. In second proviso contained in the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice first sentence of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15subsection 10.6A.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 11.01, 11.03 or 11.06; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in to which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto (a “Non-Consenting Lender”), the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such Affected Lender or Non-Consenting Lender Lender, as applicable, of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Affected Lender or Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within five (5) Business Days 45 days following notice of its or their intention to do so, the Affected Lender or Non-Consenting Lender Lender, as applicable, shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that Borrowers have reimbursed such Affected Lender for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 10.07 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15Section, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15and Section 10.07. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender, as applicable, at any time with three Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in full or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 10.07, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Affected Lender (or such defaulting or non- consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Non-Consenting Affected Lender (or defaulting or non- consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender Xxxxxx does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Xxxxxxxxx, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five 45 days after: (5i) Business Days after receipt by Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Section 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within five (5) Business Days 45 days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Revolving Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto; or (iii) any Lender shall become a Non-Funding Lender, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such Affected Lender, such non-consenting Lender or such Non-Consenting Lender Funding Lender, as applicable, of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, such non-consenting Lender or such Non-Consenting Funding Lender, as applicable, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Affected Lender, such non-consenting Lender or such Non-Consenting Lender Funding Lender, as applicable, shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Section 11.01, Section 11.03 or Section 11.06; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in to which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto (“Non-Consenting Lender”), the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such Affected Lender or Non-Consenting Lender Lender, as applicable, of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Non-Affected Lender or Non- Consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within five (5) Business Days 45 days following notice of its or their intention to do so, the Affected Lender or Non-Consenting Lender Lender, as applicable, shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par; provided, that Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 10.07 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15Section, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15and Section 10.07.

Replacement of Lender. Within forty-five (5) Business Days days after any failure receipt by a Borrower of written notice and demand from any Lender (a an “Non-Consenting Affected Lender”) to consent to a requested amendmentfor payment of additional costs as provided in Sections 1.14, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto1.16 and/or 1.19, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such Non-Consenting Affected Lender of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Replace­ment Lender”) for such Non-Consenting Affected Lender, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Non-Consenting Affected Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par; provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 1.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.151.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, Agent shall be effective for purposes of this Section 14.151.22

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such Non-Consenting Lender of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 13.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 13.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.1513.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.1513.15 and Section 13.1. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, Agent may (and shall at the request of the Required Lenders), but shall not be obligated to, obtain a Replacement Lender and execute an Assignment Agreement on behalf of such Defaulting Lender at any time with two (2) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Xxxxxx’s Term Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 13.1, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Xxxxxx to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrowers of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Revolving Loan Commitments and Canadian Revolving Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Revolving Loan Commitments and Canadian Revolving Loan Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five (5) Business Days after If, in connection with any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendmentproposed change, waiver waiver, discharge or modification termination to any Loan Document of the provisions of this Agreement as contemplated by the first proviso contained in which Required the first sentence of subsection 10.6A, the consent of the Requisite Lenders have already consented to such amendment, waiver or modification is obtained but the consent of each Lender (one or each Lender directly and adversely affected thereby, as applicable) more of such other Lenders whose consent is required is not obtained, then Administrative Agent shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with respect one or more Replacement Lenders pursuant to subsection 2.9 so long as at the time of such replacement each outstanding Loan of each such Lender being replaced is repaid in full and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitments and/or repay in full each outstanding Loan of such Lender, provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Requisite Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that Company shall not have the right to terminate such non-consenting Lender's Commitments and repay in full its outstanding Loans pursuant to clause (B) if, immediately after the termination of such Lender's Revolving Loan Commitment, the Borrower Revolving Loan Exposure of all Lenders would exceed the Revolving Loan Commitments of all Lenders; and provided, further, that in any event Administrative Agent shall not have the right to replace a Lender, terminate its Commitments or the Required Lenders may, at repay its or their option, Loans solely as applicable, notify Agent and such Non-Consenting Lender a result of the Borrower’s intention to obtain, at exercise of such Lender's rights (and the Borrower’s expense, a replacement Lender (“Replacement withholding of any required consent by such Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory pursuant to the Required Lenders. In second proviso contained in the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice first sentence of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15subsection 10.6A.

Replacement of Lender. Within five (5) Business Days after any failure by If during the term of this Agreement, any Lender (i) demands compensation pursuant to Section 2.13 or Section 2.14 (such Lender being a “Non-Consenting Designated Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicableii) is required with respect theretoa Defaulting Lender, the Borrower, so long as no Event of Default then exists and is continuing, may: (a) request Agent to use reasonable efforts to identify a replacement bank or other financial institution satisfactory to Borrower to acquire and assume all or the Required Lenders may, at its or their optiona ratable part of all of such Designated Lender’s or, as applicable, notify Agent Defaulting Lender’s Loans and such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, Commitments (a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender), which provided that Agent will have no duty to undertake a formal syndication or any underwriting obligations of any nature with respect to any proposed Replacement Lender shall be reasonably satisfactory requested by Borrower; (b) request, without any obligation by a Lender to do so, one or more of the Required Lenders. In the event the Borrower other Lenders to acquire and assume all or Required Lenderspart of such Designated Lender’s or, as applicable, obtain Defaulting Lender’s Loans and Commitment; or (c) designate a Replacement Lender. Any such designation of a Replacement Lender within five under clause (5a) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lendersc) shall be entitled (but not obligated) subject to execute the prior consent of Agent and the LC Issuer. Borrower and the Lenders further acknowledge that Agent assumes no responsibility for ensuring that Agent will be able to locate any Replacement Lender or that any Person designated as a Replacement Lender becomes a Lender under this Agreement. If Agent gives notice to such an Assignment Agreement on behalf Designated Lender or, as applicable, Defaulting Lender that a Replacement Lender has been obtained, then such Designated Lender or, as applicable, Defaulting Lender must immediately sell all of such replaced Non-Consenting Designated Lender’s or, as applicable, Defaulting Lender’s Loans, other Credit Exposure and any such Assignment Agreement so executed by the Borrower (if applicable), Commitments to the Replacement Lender for an amount equal to the unpaid principal balance of the Loans held by such Designated Lender or, as applicable, Defaulting Lender plus all accrued interest and Agentfees, if any, then due to such Designated Lender or, as applicable, Defaulting Lender as set forth in this Agreement; provided, however, such Designated Lender or, as applicable, Defaulting Lender shall not be effective for purposes required to make any such assignment and delegation if, prior thereto, the circumstances entitling Borrower to require such assignment and delegation cease to apply or, in the case of this Section 14.15a Designated Lender, such Designated Lender elects to waive such circumstances.

Replacement of Lender. Within five (5) Business Days after If, in connection with any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendmentproposed change, waiver waiver, discharge or modification termination to any Loan Document of the provisions of this Agreement as contemplated by the first proviso contained in which Required the first sentence of subsection 10.6A, the consent of the Requisite Lenders have already consented to such amendment, waiver or modification is obtained but the consent of each Lender (one or each Lender directly and adversely affected thereby, as applicable) more of such other Lenders whose consent is required is not obtained, then Agent shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with respect one or more Replacement Lenders pursuant to subsection 2.9 so long as at the time of such replacement each outstanding Loan of each such Lender being replaced is repaid in full and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitments and/or repay in full each outstanding Loan of such Lender, PROVIDED that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Requisite Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; PROVIDED, FURTHER that Company shall not have the right to terminate such non-consenting Lender's Commitments and repay in full its outstanding Loans pursuant to clause (B) if, immediately after the termination of such Lender's Revolving Loan Commitment, the Borrower Revolving Loan Exposure of all Lenders would exceed the Revolving Loan Commitments of all Lenders; and PROVIDED FURTHER, that in any event Agent shall not have the right to replace a Lender, terminate its Commitments or the Required Lenders may, at repay its or their option, Loans solely as applicable, notify Agent and such Non-Consenting Lender a result of the Borrower’s intention to obtain, at exercise of such Lender's rights (and the Borrower’s expense, a replacement Lender (“Replacement withholding of any required consent by such Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory pursuant to the Required Lenders. In second proviso contained in the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice first sentence of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15subsection 10.6A.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto or (iii) in the case of any Non-Funding Lender which has defaulted in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Non-Consenting Affected Lender shall sell and assign its Term Loans and Term Loan Commitments to (or such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15defaulting

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6 or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five forty‑five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.4; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such Non-Consenting Affected Lender (or such defaulting or non‑consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Affected Lender (or such defaulting or non‑consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within five forty‑five (545) Business Days days following notice of its or their intention to do so, the Non-Consenting Affected Lender (or defaulting or non‑consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.8 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.21 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.21, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.21 and Section 9.8. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower or Agent may obtain a Replacement Lender and execute an Assignment on behalf of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause its Loans and Commitments to be sold and assigned at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.8, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (In the event that a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification Replacement Event occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) acceptable to the Administrative Agent, and which is not the Borrower or an Affiliate of the Borrower, to assume such Lender’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender’s rights hereunder and (if such Lender is the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Non-Consenting Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall be reasonably satisfactory assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the Required Lenders. In rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the event obligations of the Borrower to indemnify such Lender with respect to any event occurring or Required Lenders, obligations arising before such replacement shall survive such replacement. The Administrative Agent is hereby irrevocably appointed as applicable, obtain a attorney-in-fact to execute any such documentation on behalf of any Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to if such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not fails to execute an Assignment Agreement pursuant to Section 14.1 same within five (5) Business Days after receipt being presented with such documentation. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent; (b) the making of any claim by any Lender under Section 2.8(b), 11.2, 11.3 or 11.5, unless the changing of the lending office by such replaced Non-Consenting Lender would obviate the need of notice of replacement pursuant such Lender to this Section 14.15 and presentation make future claims under such Sections; (c) such Lender’s becoming a Defaulting Lender; or (d) such Lender refuses to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant consent to this Section 14.15a proposed amendment, the Borrower modification, waiver or the Agent (at the request other action requiring consent of the Required Lenders) shall be entitled (but not obligated) holders of 100% of the Revolving Loan Commitment or 100% of the affected Lenders under Section 10.12 that is consented to execute such an Assignment Agreement on behalf by the Majority Lenders prior to the replacement of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15Lenders in connection therewith.

Replacement of Lender. Within forty five (545) Business Days after days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6 or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, either Agent or Borrowers may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Table of Contents Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five (5a) Business Days after If (i) any failure by Affected Lender delivers to Borrower a written notice and demand for payment of additional amounts or increased costs as provided in Sections 10.3 or 10.5, (ii) any Lender (a “Non-Consenting Lender”) to consent to a requested amendmentdoes not approve any consent, waiver or modification to amendment that requires the approval of all affected Lenders and has been approved by the Requisite Lenders, or (iii) any Loan Document in which Required Lenders have already consented to such amendmentLender is a Defaulting Lender, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicablewithin 15 days after the occurrence of such event or receipt by Borrower of such notice and demand, notify Agent and such Non-Consenting Lender of the Borrower’s its intention to replace such Lender. So long as no Default or Event of Default shall have occurred and be continuing, Borrower may obtain, with the consent of Agent and at the Borrower’s expense, a replacement Replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, which Replacement Lender shall must be reasonably satisfactory to the Required LendersAgent. In the event the If Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within five (5) Business Days 90 days following notice of its or their intention to do so, the Non-Consenting such Lender shall must sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender for an 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; provided, that 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. 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 a Defaulting Lender, at parwithin 15 days following its receipt of Borrower’s notice of intention to replace such Lender. In the event that Furthermore, if Borrower gives a replaced Non-Consenting Lender notice of intention to replace and does not execute an Assignment Agreement 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 additional amounts demanded by such Lender pursuant to Sections 10.3 and 10.5. (b) If any Lender requests compensation under Sections 10.3 or 10.5, or the Borrower is required to pay any additional amount to the Lenders or any Governmental Authority for the account of the Lender pursuant to Section 14.1 within five 1.11, then such Lender shall use reasonable efforts (5which 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) Business Days after receipt by 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 replaced Non-Consenting Lender of notice of replacement Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15Sections 1.11, 10.3 or 10.5, as the Borrower or case may be, in the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lenderfuture, and (ii) in each case, would not subject the Lender to any 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 Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15designation or assignment.

Replacement of Lender. Within forty-five (545) Business Days after days after: (i) receipt by the Borrower of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any Lender becoming a Non-Funding Lender and failing to cure such status or (iii) any failure by any Lender (a “Non-Consenting Lender”other than Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Revolving Loan Commitments Commitment to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s 's intention to obtain, at the Borrower’s 's expense, a replacement Lender (“"Replacement Lender”") for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement consenting Lender, at par. In as the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicablecase may be), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15

Replacement of Lender. Within forty-five (545) Business Days days after (or such later date as agreed to by Agent): (i) receipt by the Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days (or such later date as agreed to by Agent) following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Revolving Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Borrowers or Agent may obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or an Impacted Lender at any time and without prior notice to such Non-Funding Lender or an Impacted Lender and cause its Loans and Revolving Loan Commitments to be sold and assigned at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (In the event that a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification Replacement Event occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and Borrowers may designate another financial institution (such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, financial institution being herein called a replacement Lender (“Replacement Lender”) reasonably acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of a Borrower, to assume such Xxxxxx’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Xxxxxx’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Non-Consenting Lender, which without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender shall be of documentation reasonably satisfactory to the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain a Administrative Agent (pursuant to which such Replacement Lender within five (5) Business Days following notice shall assume the obligations of its or their intention to do sosuch original Lender under this Agreement), the Non-Consenting Replacement Lender shall sell succeed to the rights and assign its Term Loans obligations of such Lender hereunder and Term Loan Commitments such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. The Administrative Agent is hereby irrevocably appointed as attorney-in-fact to execute any such documentation on behalf of any Replacement Lender if such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not fails to execute an Assignment Agreement pursuant to Section 14.1 same within five (5) Business Days after receipt being presented with such documentation. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent; (b) the making of any claim by any Lender under Section 2.8(b), 12.2, 12.3 or 12.5, unless the changing of the lending office by such replaced Non-Consenting Lender would obviate the need of notice of replacement pursuant such Lender to this Section 14.15 and presentation make future claims under such Sections; (c) such Xxxxxx’s becoming a Defaulting Lender; or (d) such Lender refusing to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant consent to this Section 14.15a proposed amendment, the Borrower modification, waiver or the Agent (at the request other action requiring consent of the Required Lenders) shall be entitled (but not obligated) holders of 100% of the Revolving Loan Commitment or 100% of the affected Lenders under Section 11.12 that is consented to execute such an Assignment Agreement on behalf by the Majority Lenders prior to the replacement of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15Lenders in connection therewith.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower Representative of written notice and demand from any Lender that is not Administrative Agent or an Affiliate of Administrative Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Administrative Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Administrative Agent and such NonAffected Lender or such non-Consenting Lender consenting Lender, as the case may be, of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender or such non-Consenting consenting Lender, as the case may be, which Replacement Lender shall be reasonably satisfactory to the Required LendersAdministrative Agent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within five sixty (560) Business Days days following notice of its or their intention to do so, the NonAffected Lender or non-Consenting Lender consenting Lender, as the case may be, shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Administrative Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender, the Borrowers or Administrative Agent may obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender at any time and without prior notice to such Non-Funding Lender and cause its Loans and Commitments to be sold and assigned at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender having Revolving Loans, Term Loans or CapEx Loans, or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement and Acceptance pursuant to Section 14.1 9.8 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement and Acceptance evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement and Acceptance on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement and Acceptance so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.8. Upon any such assignment and payment and compliance with the other provisions of Section 9.8, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within five If at any time after: (5i) Business Days after receipt by the Parent Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1 and/or 10.3; (ii) any Lender becomes a Defaulting Lender or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Parent Borrower or the Required Lenders may, at its or their option, notify the Agent, such Affected Lender, such Defaulting Lender or such non-consenting Lender, as applicable, notify Agent and such Non-Consenting Lender the case may be of the Parent Borrower’s intention to obtain, at the Parent Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender, such Defaulting Lender or such non-Consenting consenting Lender, as the case may be, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent (unless the Agent is the Lender being replaced). In the event the Parent Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the NonAffected Lender, Defaulting Lender or defaulting or non-Consenting Lender consenting Lender, as the case may be shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at parpar plus any premium that would be owing pursuant to Section 1.7(b) if the amount of the assigned Loans was being optionally or voluntarily prepaid on such date; provided that the Parent Xxxxxxxx has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that If a replaced Non-Consenting Lender Xxxxxx does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender Xxxxxx of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Parent Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting LenderXxxxxx, and any such Assignment Agreement so executed by the Borrower (if applicable)Parent Borrower, the Replacement Lender and Agent, the Agent shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Agent may, but shall not be obligated to, obtain a Replacement Lender acceptable to the Parent Borrower (to the extent any such consent would be required from the Parent Borrower under Section 9.9 for an assignment of Loans to such Replacement Lender) and execute an Assignment on behalf of such Defaulting Lender at any time with three (3) Business Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Xxxxxx’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Xxxxxx to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required the Majority Revolving Lenders, Supermajority Revolving Lenders or Majority Lenders, as applicable, have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be a Lender or otherwise be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender (in consultation with the Borrowers) and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (In the event that a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification Replacement Event occurs and is continuing with respect to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretoLender, the Borrower or may designate another assignee permitted pursuant to the Required Lenders may, at its or their option, terms of this Agreement (so long as applicable, notify Agent and such Non-Consenting Lender of the Borrower’s intention Person is permitted to obtain, at the Borrower’s expense, be an assignee pursuant to Section 10.4(b)(v)) (such permitted assignee being herein called a replacement Lender (“Replacement Lender”) to assume such Lender’s Revolving Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender’s rights hereunder, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Non-Consenting LenderLender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees required to be paid to such Lender hereby, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of satisfactory documentation required under Section 10.4 (pursuant to which such Replacement Lender shall be reasonably satisfactory assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the Required Lenders. In rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the event obligations of the Borrower to indemnify such Lender with respect to any event occurring or Required Lenders, obligations arising before such replacement shall survive such replacement to the extent set forth in Section 10.4(b). The Administrative Agent is hereby irrevocably appointed as applicable, obtain a attorney-in-fact to execute any such documentation on behalf of any Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to if such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not fails to execute an Assignment Agreement pursuant to Section 14.1 same within five (5) Business Days after receipt being presented with such documentation. “Replacement Event” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent; (b) the making of any claim by any Lender under Section 2.8(b), 2.9, or 2.17, unless the changing of the lending office by such replaced Non-Consenting Lender would obviate the need of notice of replacement pursuant such Lender to this Section 14.15 and presentation make future claims under such Sections; (c) such Lender’s becoming a Defaulting Lender; or (d) such Lender refuses to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant consent to this Section 14.15a proposed amendment, the Borrower modification, waiver or the Agent (at the request other action requiring consent of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional amounts as provided in Sections 16.1 and/or 16.2; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than the Agent or an Affiliate of the Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Agent and the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and portion of the Term Loan and Commitments (if any) to such Replacement Lender, at par, provided that Borrower has reimbursed such Affected Lender for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender Xxxxxx does not execute an Assignment Agreement pursuant to Section 14.1 14.2 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 14.3 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.1514.3, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Xxxxxxxx, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.1514.3 and Section 14.2. Notwithstanding the foregoing, with respect to a Lender that is an Impacted Lender, the Agent or Borrower may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Xxxxxx’s portion of the Term Loan and Commitments (if any) to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 14.2, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Xxxxxx to indemnification hereunder shall survive. If any assignments are consummated pursuant to this Section 14.3 when a prepayment premium would have been due had such assignment been a voluntary prepayment, the Borrower shall pay such prepayment premium to such Lender being replaced.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6 or inability to make LIBOR Loans pursuant to Section 10.2 or (ii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Administrative Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAdministrative Agent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement LenderLender (provided that no Disqualified Institution may become a Replacement Lender except during the continuation of an Event of Default under Section 7.1(a), 7.1(f) or 7.1(g)), at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender (provided that no Disqualified Institution may become a Replacement Lender except during the continuation of an Event of Default under Section 7.1(a), 7.1(f) or 7.1(g)) and Agent, the Administrative Agent shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five (545) Business Days after days after: (i) receipt by the Borrower Representative of (x) written notice from any Lender that it is unable to make LIBOR Loans pursuant to Section 10.2 or (y) written notice and demand from any Lender for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any Lender is or becomes a Non-Funding Lender or an Impacted Lender, or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto (each of the foregoing Lender, an “Affected Lender”), the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such Non-Consenting Affected Lender of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, Affected Lender which Replacement Lender (other than a then existing Lender or any Affiliate or Approved Fund of any then existing Lender) shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Non-Consenting Affected Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting an Affected Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Affected Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Affected Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Affected Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (5"Holdout Lender") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days after any failure by any prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Non-Consenting "Replacement Lender”) "), and the Holdout Lender shall have no right to consent refuse to be replaced hereunder. In addition, a requested amendmentSubject Lender may be replaced with one or more Replacement Lenders to the extent set forth in Section 2.14(b), waiver and the Subject Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their optionSubject Lender, as applicable, notify Agent and such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) shall specify an effective date for such Non-Consenting Lenderreplacement, which Replacement Lender date shall not be reasonably satisfactory later than 15 Business Days after the date such notice is given. Prior to the Required Lenders. In effective date of any such replacement, the event the Borrower Holdout Lender or Required LendersSubject Lender, as applicable, obtain a and each Replacement Lender within five shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender or Subject Lender, as applicable, being repaid its share of the outstanding Obligations (5) Business Days following notice including an assumption of its or their intention to do soPro Rata 1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Non-Consenting Commitments, and the other rights and obligations of the Holdout Lender shall sell or Subject Lender (as applicable) hereunder and assign its Term Loans and Term under the other Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15Documents, the Borrower Holdout Lender or Subject Lender (as applicable) shall remain obligated to make the Agent Holdout Lender's or Subject Lender's (at the request as applicable) Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf Risk Participation Liability of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes Letter of this Section 14.15Credit.

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Replace­ment Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement and Acceptance pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which the Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender if such Non-Funding Lender or Impacted Lender fails to do so, at any time with three (3) Business’ Days prior notice to such Lender and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required the Majority Revolving Lenders, Supermajority Revolving Lenders or Majority Lenders, as applicable, have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Replace­ment Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be a Lender or otherwise be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender (in consultation with the Borrowers) and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within forty-five (545) Business Days days after (or such later date as agreed to by Agent): (i) receipt by the Borrower Representative of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent and shall not be a Credit Party or an Affiliate thereof. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days (or such later date as agreed to by Agent) following notice of its or their intention to do so, the NonAffected Lender (or non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is an Impacted Lender, the Borrowers or Agent may obtain a Replacement Lender and execute an Assignment on behalf of such Impacted Lender at any time and without prior notice to such Impacted Lender and cause its Term Loans and Term Loan Commitments to be sold and assigned at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five (545) Business Days after days after: (i) receipt by Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within forty-five (545) Business Days days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied (including, without limitation, any Lender becoming a Non-Funding Lender, or the Agent determinates that any Lender is an Impacted Lender), provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender having Revolving Loans or Term Loan or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such Affected Lender, Non-Consenting Lender Funding Lender, Impacted Lender, or such defaulting or non-consenting Lender, as the case may be, of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, Non-Consenting Funding Lender, Impacted Lender, or such defaulting or non-consenting Lender, as the case may be, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the such Affected Lender, Non-Consenting Lender Funding Lender, Impacted Lender, or defaulting or non-consenting Lender, as the case may be, shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement and Acceptance pursuant to Section 14.1 9.8 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15Section

Replacement of Lender. Within five (5) Business Days after any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory to the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant Replacement Event occurs and is continuing with respect to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15any Lender, the Borrower may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Agent, and which is not the Borrower or an Affiliate of the Borrower, to assume such Lender's Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Agent by the Replacement Lender of documentation satisfactory to the Agent (at pursuant to which such Replacement Lender shall assume the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf obligations of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicableoriginal Lender under this Agreement), the Replacement Lender shall succeed to the rights and Agentobligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrower to indemnify such Lender with respect to event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, shall be effective for purposes with respect to any Lender, the commencement of this Section 14.15or the talking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent. ARTICLE 10

Replacement of Lender. Within five (5) Business Days after any failure by If during the term of this Agreement, any Lender (i) demands compensation pursuant to Section 2.13 or Section 2.14 (such Lender being a “Non-Consenting Designated Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicableii) is required with respect theretoa Defaulting Lender, the Borrower, so long as no Event of Default then exists and is continuing, may: (a) request Agent to use reasonable efforts to identify a replacement bank or other financial institution satisfactory to Borrower to acquire and assume all or the Required Lenders may, at its or their optiona ratable part of all of such Designated Lender’s or, as applicable, notify Agent Defaulting Lender’s Loans and such Non-Consenting Lender of the Borrower’s intention to obtain, at the Borrower’s expense, Commitments (a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender), which provided that Agent will have no duty to undertake a formal syndication or any underwriting obligations of any nature with respect to any proposed Replacement Lender shall be reasonably satisfactory requested by Borrower; (b) request, without any obligation by a Lender to do so, one or more of the Required Lenders. In the event the Borrower other Lenders to acquire and assume all or Required Lenderspart of such Designated Lender’s or, as applicable, obtain Defaulting Lender’s Loans and Commitment; or (c) designate a Replacement Lender. Any such designation of a Replacement Lender within five under clause (5a) Business Days following notice of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lendersc) shall be entitled (but not obligated) subject to execute the prior consent of Agent and the LC Issuer. Borrower and the Lenders further acknowledge that Agent assumes no responsibility for ensuring that Agent will be able to locate any Replacement Lender or that any Person designated as a Replacement Lender becomes a Lender under this Agreement. If Agent gives notice to such an Assignment Agreement on behalf Designated Lender or, as applicable, Defaulting Lender that a Replacement Lender has been obtained, then such Designated Lender’s or, as applicable, Defaulting Lender must immediately sell all of such replaced Non-Consenting Designated Lender’s or, as applicable, Defaulting Lender’s Loans, other Credit Exposure and any such Assignment Agreement so executed by the Borrower (if applicable), Commitments to the Replacement Lender for an amount equal to the unpaid principal balance of the Loans held by such Designated Lender or, as applicable, Defaulting Lender plus all accrued interest and Agentfees, if any, then due to such Designated Lender or, as applicable, Defaulting Lender as set forth in this Agreement; provided, however, such Designated Lender or, as applicable, Defaulting Lender shall not be effective for purposes required to make any such assignment and delegation if, prior thereto, the circumstances entitling Borrower to require such assignment and delegation cease to apply or, in the case of this Section 14.15a Designated Lender, such Designated Lender elects to waive such circumstances.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s 's intention to obtain, at the Borrower’s 's expense, a replacement Lender (“"Replacement Lender”") for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and portion of the Second Lien Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement and Acceptance pursuant to Section 14.1 9.8 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement and Acceptance evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement and Acceptance on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement and Acceptance so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.8. Upon any such assignment and payment and compliance with the other provisions of Section 9.8, such replaced Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (other than Agent, an Affiliate of Agent or an Affiliate or Approved Fund of Cerberus Capital Management, L.P.) (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent, an Affiliate of Agent or an Affiliate or Approved Fund of Cerberus Capital Management, L.P.) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and portion of the Term Loan and Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender that is not Agent or an Affiliate of Agent (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15the

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Replace­ment Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments Commitment to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Term Loan Commitment to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement and Acceptance pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 11.1, 11.3 and/or 11.6; (ii) any Lender becomes a Non-Funding Lender; (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Majority Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, or (iv) the refusal of a Lender to accept the new proposed Borrowing Base pursuant to Section 2.12(a) or (b) in which Required Lenders have already consented to such new Borrowing Base but the consent of each Lender is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such Affected Lender (or such Non-Consenting Lender Funding, non-consenting or non-accepting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such Non-Consenting Funding, non-consenting or non-accepting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Affected Lender (or such Non-Consenting Lender Funding, non-consenting or non-accepting Lender, as the case may be) shall sell and assign its Term Loans and Term Revolving Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 10.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 10.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.1510.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.1510.22 and Section 10.9. Upon any such assignment and payment and compliance with the other provisions of Section 10.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender or an Impacted Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days receipt by the Borrower Representative of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured; or (iii) any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendment, waiver or modification to any Loan Document in which the Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be a Lender or otherwise be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional amounts as provided in Sections 16.1 and/or 16.2 or (ii) any failure by any Lender (a “Non-Consenting Lender”other than the Agent or an Affiliate of the Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Agent and the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans Advances and Term Loan Commitments to such Replacement Lender, at par; provided, that Borrower has reimbursed such Affected Lender for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 14.2 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 14.3 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the 14.3. Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.1514.3 and Section 14.2. Notwithstanding the foregoing, with respect to a Lender that is an Impacted Lender, the Agent or Borrower may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Advances and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 14.2, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within five 45 days after (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 9.1 and 9.3; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in to which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the If Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within five (5) Business Days 45 days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that If a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 8.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15Section, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15and Section 8.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three Business’ Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 8.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five (5) Business Days days after any failure receipt by a Borrower of written notice and demand from any Lender (a an “Non-Consenting Affected Lender”) to consent to a requested amendmentfor payment of additional costs as provided in Sections 1.14, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto1.16 and/or 1.19, the Borrower or the Required Lenders Borrowers may, at its or their option, as applicable, notify Agent and such Non-Consenting Affected Lender of the Borrower’s Borrowers’ intention to obtain, at the Borrower’s Borrowers’ expense, a replacement Lender (“Replacement Replace­ment Lender”) for such Non-Consenting Affected Lender, which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, Borrowers obtain a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the Non-Consenting Affected Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 11.21 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.1511.21, the Borrower or the Agent (at the request of the Required Lenders) Borrowers shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrowers, the Replacement Lender and Agent, Agent shall be effective for purposes of this Section 14.1511.21 and Section 9.1. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, the Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.1, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect theretothereto or (iii) in the case of any Non-Funding Lender which has defaulted in its obligation to make Loans hereunder after all conditions thereto have been satisfied or waived in accordance with the terms hereof, provided such default shall not have been cured, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such defaulting or non-Consenting consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22

Replacement of Lender. Within five (5) Business Days after If, in connection with any failure by any Lender (a “Non-Consenting Lender”) to consent to a requested amendmentproposed change, waiver waiver, discharge or modification termination to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but of the provisions of this Agreement that requires the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Administrative Agent shall have the right with respect theretothe consent of Company, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to subsection 2.8 so long as at the Borrower time of such replacement each outstanding Loan of each such Lender being replaced is repaid in full (including accrued and unpaid interest or any fees or other amounts then due and payable) and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitments and/or repay in full each outstanding Loan of such Lender, provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the Required Lenders may, at its or their option, as applicable, notify Agent and such Non-Consenting Lender increase of the Borrower’s intention Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to obtainpreceding clause (B) the Requisite Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided, at further, that in any event Administrative Agent shall not have the Borrower’s expense, right to replace a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender, which Replacement Lender shall be reasonably satisfactory terminate its Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) to refuse to increase its Commitment over the amount then in effect pursuant to the Required Lenders. In second proviso contained in the event the Borrower or Required Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice first sentence of its or their intention to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be effective for purposes of this Section 14.15subsection 10.6A.

Replacement of Lender. Within forty-five days after: (5i) Business Days after receipt by Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional amounts as provided in Sections 16.1 and/or 16.2; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than the Agent or an Affiliate of the Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify the Agent and such NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Affected Lender (or such defaulting or non- consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Agent and the Required Lenders. In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within forty-five (545) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such defaulting or non-Consenting Lender consenting Lender, as the case may be) shall sell and assign its Term Loans and portion of the Term Loan and Commitments (if any) to such Replacement Lender, at par, provided that Borrower has reimbursed such Affected Lender for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Non-Consenting Lender Xxxxxx does not execute an Assignment Agreement pursuant to Section 14.1 14.2 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 14.3 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.1514.3, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Xxxxxxxx, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.1514.3 and Section 14.2. Notwithstanding the foregoing, with respect to a Lender that is an Impacted Lender, the Agent or Borrower may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Xxxxxx’s portion of the Term Loan and Commitments (if any) to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 14.2, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Xxxxxx to indemnification hereunder shall survive. If any assignments are consummated pursuant to this Section 14.3 when a prepayment premium would have been due had such assignment been a voluntary prepayment, the Borrower shall pay such prepayment premium to such Lender being replaced.

Replacement of Lender. Within five one hundred eighty (5180) Business Days after days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (a “Non-Consenting Lender”other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which the Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their option, as applicable, notify Agent and such NonAffected Lender (or such non-Consenting Lender consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such NonAffected Lender (or such non-Consenting consenting Lender), which Replacement Lender shall be reasonably satisfactory to the Required LendersAgent and shall be subject to any other consents that may be required in connection with a Sale pursuant to subsection 9.9(b)(A) (it being understood that no Person shall be eligible as a Replacement Lender pursuant to this Section 9.22 unless such Person also was eligible to be an assignee Lender under subsection 9.9(b)). In the event the Borrower or Required Lenders, as applicable, obtain obtains a Replacement Lender within five one hundred eighty (5180) Business Days days following notice of its or their intention to do so, the NonAffected Lender (or such non-Consenting Lender consenting Lender) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment and any fees that may be payable to any such non-consenting Lender at such time pursuant to subsection 1.8(b). In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section 14.1 9.9 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant to this Section 14.15 9.22 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 14.159.22, the Borrower or the Agent (at the request of the Required Lenders) shall be entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and any such Assignment Agreement so executed by the Borrower (if applicable)Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 14.159.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.