Common use of Replacement of Lenders under Certain Circumstances Clause in Contracts

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) any Lender becomes a Defaulting Lender, then the Company may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) If at any time: that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (ifor itself or its Participant) any or for which amounts are otherwise payable by the Borrower becomes obligated pursuant to pay additional amounts or indemnity payments Section 2.14, (b) that is affected in the manner described in Section 3.01 or Sections 3.04 through 3.05, 2.12 and as a result thereof any of any condition the events described in clauses (b) or (c) of such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or occur, (iic) any Lender becomes that is a Defaulting Lender, then a Downgraded Lender, or a Declining Lender, or (d) that does not consent to an amendment or waiver that requires the Company mayconsent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par), without duplication, all Loans, participations in LC Disbursements, participating interests in Swingline Loans, Swingline Participation Amounts and other amounts owing to such replaced Lender on ten Business Days’ or prior written to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures reasonably agreed to by the Borrower and the Administrative Agent (which may include a deemed assignment), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. The Borrower shall have the right to terminate in full the Commitment of each Lender requesting reimbursement pursuant to Section 2.13 or 2.14 by giving notice to the Administrative Agent and such Lender (a “Removed Lender”). On the date of any such termination, either: (A) replace such Lender by causing such Lender to (and such Lender Removed Lender’s Commitment shall be obligated to) assign 100% of its relevant Revolving Credit Commitments terminate and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant Borrower shall pay all amounts owed to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Removed Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment hereunder. Upon termination of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Removed Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loansaccordance with this Section 2.17, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to be a party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with this 2.17, the Total Commitments shall be reduced by the amount of such Removed Lender’s Commitment. The termination of the Commitment of a Removed Lender hereunder with respect pursuant to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which Section 2.17 shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation deemed to be a waiver of this Section 3.08 at any time right that it has (x) the Borrower, the Administrative Agent or any Letter other Lender may have against such Removed Lender or (y) such Removed Lender may have against the Borrower. For the avoidance of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit doubt, participating interests in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter Letters of Credit and (ii) any Lender that acts as Administrative Agent may not Swingline Loans will be replaced by operation of this Section 3.08 except reallocated among the remaining non-Defaulting Lenders in accordance with their respective Percentages upon termination of any such Commitment. Notwithstanding the terms foregoing, no termination of a Commitment pursuant to this Section 9.092.17 shall be effective unless the participating interests in Letters of Credit and Swingline Loans are so reallocated or the Issuing Lenders and Swingline Lenders are otherwise satisfied the existing and future LC Exposure and Swingline Exposure will be covered by the Commitments of the remaining non-Defaulting Lenders and/or cash collateralized by the Borrower. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) If at that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any time: of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender or a Downgraded Lender, or (d) that does not consent to an amendment or waiver that requires the consent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05Requirement of Law, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) no Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) the replacement bank or institution shall purchase, at par, all Loans, and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender becomes shall be or purchased other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Defaulting Lender, then the Company may, on ten Business Days’ prior written notice shall be reasonably satisfactory to the Administrative Agent and such LenderAgent, either: (Avi) replace such Lender by causing such Lender to (and such the replaced Lender shall be obligated toto make such replacement in accordance with the provisions of Section 9.6 (c) assign 100% of its relevant Revolving Credit Commitments and (e) (provided that the principal of its relevant outstanding Loans plus any accrued Borrower or the replacement bank or institution shall be obligated to pay the registration and unpaid interest processing fee referred to therein) or pursuant to Section 11.07(d) (with other procedures reasonably agreed to by the assignment fee to be paid by such Borrower unless waived by and the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find (which may include a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(bdeemed assignment), (ivii) until such time as such replacement shall be consummated, the assignee Lender Borrower shall acquire pay all additional amounts (if any) required pursuant to Sections 2.13 or a portion2.14, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iiiviii) upon any such payment and, if so requested by replacement shall not be deemed to be a waiver of any rights which the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Administrative Agent or any other Lender shall become a Lender hereunder and have against the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes obligated Lender requests reimbursement for amounts owing pursuant to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Company Parent Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to and in accordance with Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent Borrowers, in such instancethe case of clauses (i) and (iii) only) all of its relevant rights and obligations (other than Other Liabilities) under this Agreement (or, with respect to clause (iii) above, all of its rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver or amendment) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Borrowers to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender Person; and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, provided further that in the case of any such assignment resulting from a Defaulting Lender onlybecoming a Non-Consenting Lender, the Company applicable Eligible Assignees shall have agreed to the right applicable departure, waiver or amendment of the Loan Documents. No such replacement shall be deemed to take such action as it may elect (including no action) under be a waiver of any rights that the immediately preceding clauses (A) and/or (B) independently and at different times with respect to Borrowers, the Administrative Agent or any one or more Tranches of Loans (and other Lender shall have against the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting replaced Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Revolving Credit Notes evidencing such Loans to the relevant Borrower Borrowers or the Administrative Agent. Agent (c) or a lost or destroyed note indemnity in lieu thereof). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) the assignee Lender shall purchase, at par, all obligations of each Borrower Loans, accrued interest, accrued fees and other amounts owing to the assigning Lender relating to as of the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution date of such Assignment and Assumption replacement and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery (regardless of whether such replaced Lender has executed an Assignment and Assumption or delivered its Revolving Credit Notes to the assignee Lender of Borrowers or the appropriate Note or Notes executed by each relevant BorrowerAdministrative Agent), the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that when it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Parent Borrower or the Administrative Agent has requested that the Lenders consent to replace a Dissenting Lender departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders or the Supermajority Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders or the Supermajority Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 3.06 or (ii) any Lender becomes a Defaulting Lender, then the Company may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Classes, Tranches or Series of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Classes, Tranches and Series of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit applicable Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 3.09 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e11.01(f).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 Sections 5.01 or Sections 3.04 through 3.05, 5.03 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Eurodollar Loans as a result of any condition described in Section 3.02 5.05 or Sections 3.04 through 3.05 or (ii) any Lender becomes a Defaulting Lender, then the Company Borrower may, on ten 10 Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing requiring such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d12.04(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in each such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assigneesassignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender Person; and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, provided further that in the case of any such assignment resulting from a Defaulting Lender onlyclaim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one assignment will result in a reduction in such compensation or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lenderpayments. (b) Any Lender being replaced pursuant to Section 3.08(a5.06(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and applicable Commitment, outstanding Loans and related participations in L/C Obligations and Swing Line LoansExposure in respect thereof, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or to the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as L/C Issuer an Issuing Bank may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer Issuing Bank (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer Issuing Bank or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C IssuerIssuing Bank) have been made with respect to each such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.0911.06. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a) or Sections 3.04 through 3.05, (c) or Section 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Company Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant ; provided that the failure of any such Lender to execute an Assignment and Assumption arising by operation of Section 3.08(b)shall not render such assignment invalid and such assignment shall be recorded in the Register. Pursuant to such Assignment and Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits of Section 3.01, Section 3.04, Section 10.04 and Section 10.05 with respect to facts and circumstances occurring prior to the effective date of such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lenderassignment. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral Cash Collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation hereunder. (d) In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of this Section 3.08 except any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 9.0910.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07), then the Company Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided provided, that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes obligated Lender requests reimbursement for amounts owing pursuant to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Company Parent Borrower may, on ten five (5) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to and in accordance with Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent Borrowers, in such instancethe case of clauses (i) and (iii) only) all of its relevant rights and Obligations (other than Secured Cash Management Obligations) under this Agreement (or, with respect to clause (iii) above, all of its rights and obligations under this Agreement with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver or amendment) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Borrowers to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender Person; and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, provided further that in the case of any such assignment resulting from a Defaulting Lender onlybecoming a Non-Consenting Lender, the Company applicable Eligible Assignees shall have agreed to the right applicable departure, waiver or amendment of the Loan Documents. No such replacement shall be deemed to take such action as it may elect (including no action) under be a waiver of any rights that the immediately preceding clauses (A) and/or (B) independently and at different times with respect to Borrowers, the Administrative Agent or any one or more Tranches of Loans (and other Lender shall have against the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting replaced Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line LoansLoans (and Euro Participations in the case of a Participating Euro Lender), and (ii) deliver any Revolving Credit Notes evidencing such Loans to the relevant Borrower Borrowers or the Administrative Agent. Agent (c) or a lost or destroyed note indemnity in lieu thereof). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans and Euro Participations in the case that the assignor is a Participating Euro Lender, (B) the assignee Lender shall purchase, at par, all Loans, (ii) all obligations of each Borrower accrued interest, accrued fees and other amounts owing to the assigning Lender relating to as of the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution date of such Assignment and Assumption replacement and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery (regardless of whether such replaced Lender has executed an Assignment and Assumption or delivered its Revolving Credit Notes to the assignee Lender of Borrowers or the appropriate Note or Notes executed by each relevant BorrowerAdministrative Agent), the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participationsparticipations (including any Euro Participations), except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. All assignments shall be subject to Section 11.07 with respect to Euro Loans and Euro Participations. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Parent Borrower or the Administrative Agent has requested that the Lenders consent to replace a Dissenting Lender departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders or the Supermajority Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders or the Supermajority Lenders with respect to a certain Class or Classes of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 3.06 or (ii) any Lender becomes a Defaulting Lender, then the Company may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Classes or Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Classes and Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit applicable Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 3.09 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e11.01(f).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate SOFR Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten three Business Days’ prior written notice from the Borrower to the Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to Lenders for consent), either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment processing and recordation fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrower owing to such L/C Issuer relating to the right to take Loans and participations held by such action L/C Issuer as it may elect of such termination date and Cash Collateralize any Letters of Credit issued (including no actionor arranged) under by it; provided that (i) in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other Replaceable Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of the Borrower having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).this

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a) or Sections 3.04 through 3.05, (c) or Section 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Company Parent Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any the Parent Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower Borrowers or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each the relevant BorrowerBorrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.099.10. (ed) The Company shall also be entitled In the event that (i) the Borrowers or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections Section 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Section 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Company Borrower may, on ten five (5) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Revolving Credit Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Revolving Credit Commitments) to one or more Eligible Assignees; provided that (A) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (B) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.099.06. (ed) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Revolving Credit Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections Section 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Section 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a "Non-Consenting Lender" (as defined below in this Section 3.07), then the Company Borrower may, on ten (10) Business Days’ ' prior written notice to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that (A) the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (B) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit 's Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit 's Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Non-Consenting Lender."

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 3.06 or (ii) any Lender becomes a Defaulting Lender, then the Company Borrower may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(d) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person Person; or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 3.09 except in accordance with the terms of Section 9.09. (e) The Company Borrower shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e10.01(d).

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any Borrower the Company becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 3.06 or (ii) any Lender becomes a Defaulting Lender, then the Company may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower the Company unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Company to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Company owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender.; (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower Company or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower the Company owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrowerthe Company, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Loans and Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e11.01(f).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes the Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 to (or for the account of) any Lender as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrowers may, on ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrowers in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Borrowers to find a replacement Lender or other such Person or or (Bii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrowers owing to such L/C Issuer relating to the right Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to take such action as it may elect L/C Issuer any Letters of Credit issued by it; provided that (including no actioni) under in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other Replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of Borrowers having become obligated to take pay amounts described in Section 3.01, 3.03, 3.04 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 01, 3.03, 3.04 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, Loans and (ii) deliver any Notes evidencing such Loans to the relevant Borrower Representative (for return to the applicable Borrower) or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest and fees in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant Borrowerthe Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a cash collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuerconsistent with the requirements of Section 2.18) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ec) The Company shall also be entitled In the event that (i) the Borrower Representative (on behalf of the Borrowers) or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that rejects (or is deemed to reject) (x) a loan modification offer under Section 10.01, which loan modification has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such loan modification and (y) any Lender that does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.20.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections Section 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Section 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non Consenting Lender, then the Company such Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (A) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (B) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each the relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.099.06. (ed) The Company shall also be entitled In the event that (i) the Borrowers or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or3.06, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a "Non-Consenting Lender" (as defined below in this Section 3.09), then the Company may, on ten Business Days’ ' prior written notice to the Administrative Agent and such Lender, either: (Aiv) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that (A) the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (B) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (Bv) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit 's Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit 's Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 3.09 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled If (i) any Borrower or the Administrative Agent requests the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)11.01 or all the Lenders with respect to a certain class of the Loans and (iii) one or more of the Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "NON-CONSENTING LENDER."

Replacement of Lenders under Certain Circumstances. If at any time (a) If at any time: (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 subsection 2.16 or Sections 3.04 through 3.05, 2.17 as a result of any condition described in such Sections subsections or any Lender ceases to make Eurocurrency Rate Eurodollar Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or pursuant to subsection 2.16, (iib) any Lender becomes a Defaulting Lender or (c) any Lender becomes a “Non-Consenting Lender” (as defined below in this subsection 2.20), then the Company Borrower may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instancesubsection 10.6(b) all of its relevant rights and obligations under this Agreement to one a Lender or more Eligible Assignees; other entity selected by the Borrower and reasonably acceptable to the Administrative Agent (and in the case of Revolving Credit Commitments or Revolving Loans, reasonably acceptable to the Issuing Lender and the Swingline Lender) for a purchase price equal to the outstanding principal amount of such Lender’s Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 2.18 as though such Loans were being paid instead of being purchased), provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or entity, (ii) in the event of a replacement of a Non-Consenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 2.20, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Non-Consenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) terminate the Revolving Credit Commitment Lender shall have demanded payment of such Lender and repay all obligations additional amounts under one of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that subsections described in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect clause (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitmentsa) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portionthis subsection 2.20, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 2.20, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment and, if so requested by the assignee Lender, delivery of such additional amounts shall be a condition to the assignee Lender replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the appropriate Note Loan Documents or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect agree to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contraryany amendment thereto, (iy) any Lender that acts as L/C Issuer may not be replaced by operation the consent, waiver or amendment in question requires the agreement of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except all Lenders in accordance with the terms of Section 9.09. subsection 10.1 or all the Lenders with respect to a certain class of the Loans and (ez) Required Lenders, Majority Facility Lenders or more than 50% of the class of such Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”. The Company shall also be entitled Borrower’s right to replace a Dissenting Defaulting Lender pursuant to this subsection 2.20 is, and shall be, in accordance with Section 11.01(e)addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Defaulting Lender under this Agreement, at law, in equity, or by statute.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a) or Sections (c), Section 3.02 or Section 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Company Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant ; provided that the failure of any such Lender to execute an Assignment and Assumption arising by operation of Section 3.08(b)shall not render such assignment invalid and such assignment shall be recorded in the Register. Pursuant to such Assignment and Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits of Section 3.01, Section 3.04, Section 10.04 and Section 10.05 with respect to facts and circumstances occurring prior to the effective date of such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lenderassignment. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral Cash Collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation hereunder. (d) In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of this Section 3.08 except any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 9.0910.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).”

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01, 3.04 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Term SOFR Loans as a result of any condition described in Section 3.02 3.02, 3.04 or Sections 3.04 through 3.05 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.08(e), or (ii) any Lender becomes a Defaulting Lender, then the Company may, on ten Business Days’ prior Borrower may upon written notice to the Administrative Agent and such LenderXxxxxx, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its WEIL:\98106221\28\78831.0005 relevant outstanding Loans at par plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided provided, that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company Borrower shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Classes or Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Classes and Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit applicable Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 3.09 except in accordance with the terms of Section 9.09. (e) The Company Borrower shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e11.01(b)(v). (f) To the extent that any Lender is replaced pursuant to Section 11.01(b)(v) requiring payment of a fee pursuant to Section 2.10(b), the Borrower shall pay to each Lender being replaced the fee set forth in Section 2.10(b).

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any time a Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 6.1 or Sections 3.04 through 3.05, 3.3 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) any Lender becomes a Defaulting Lender3.3, then the Company Parent Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (Ax) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d14.7(a) (with the assignment fee to be paid by such the Parent Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of any applicable Facility) to one or more Eligible AssigneesTransferees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Parent Borrower to find a replacement Lender or other such Person or Person; and provided, further, that in the case of any such assignment resulting from a claim for compensation under Section 3.3 or payments required to be made pursuant to Section 6.1, such assignment will result in a reduction in such compensation or payments; or (By) terminate the Revolving Credit Commitment of such Lender and repay or cause to be repaid all obligations Obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a6.2(a) above shall (i) execute and deliver an Assignment and Assumption Acceptance with respect to such Lender’s Revolving Credit applicable Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loansrespect thereof, and (ii) deliver any Term Notes evidencing such Loans to the relevant Parent Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Acceptance, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) all obligations of each Borrower the Borrowers owing to the assigning Lender relating to the Loans Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption Acceptance and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Term Note or Term Notes executed by each relevant Borrowerthe applicable Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).assigning

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections Section 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate RFR Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Section 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non Consenting Lender, then the Company Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (A) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (B) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).relating

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay Indemnified Taxes, additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate SOFR Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten one Business Days’ Day’s prior written notice from the Borrower to the Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to Lenders for consent), either (Ax) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither none of the Administrative Agent nor or any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (By) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrower owing to such L/C Issuer relating to the right Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to take such action as it may elect L/C Issuer any Letters of Credit issued by it; provided that (including no actioni) under in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of Borrower having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. Agent (c) for return to the Borrower). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansObligations, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless Cash Collateral has been deposited into a cash collateral account in amounts and pursuant to arrangements reasonably consistent with the requirements of Section 2.16 or other arrangements satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09Article IX. (ec) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that rejects (or is deemed to reject) (x) a loan modification offer under Section 10.01, which loan modification has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such loan modification and (y) any Lender that does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18. For the avoidance of doubt, if any applicable Lender shall be deemed a Non-Consenting Lender and is required to assign all or any portion of its 2019 Refinancing2024 Term Loans or its 2019 Refinancing2024 Term Loans are prepaid by the Borrower, pursuant to Section 3.08(a), on or prior to the date that is six months after the Amendment No. 14 Effective Date in connection with any such waiver, amendment or modification constituting a Repricing Event pursuant to clause (ii) of the definition thereof, the Borrower shall pay such Non-Consenting Lender a fee equal to 1.00% of the principal amount of the 2019 Refinancing2024 Term Loans, so assigned or prepaid.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Sections, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten three Business Days’ prior written notice (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent) from the Borrower to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment or prepay the Loans of such Lender and in the case of a Lender, repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, howeverfurther, that (i) in the case of a Defaulting Lender onlyany such replacement of, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of the Borrower 139 having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the relevant Borrower (for return to the Borrower) or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansCommitment, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Xxxxxx shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.05. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ec) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that rejects (or is deemed to reject) (x) a loan modification offer under Section 10.01, which loan modification has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such loan modification and (y) any Lender that does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans or Screen Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.03, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender fails to promptly execute and deliver the assignment documents requested pursuant to Section 2.14(c) or (iv) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07), then the Company Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: either (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided provided, that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes obligated Lender requests payment or reimbursement for any amount, or a change in interest rate, pursuant to pay additional amounts Section 1.10, 1.11 or indemnity payments described in Section 3.01 or Sections 3.04 through 3.051.13 above, as applicable, as a result of any condition described in such Sections Sections, or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) any Lender becomes a Defaulting Non-Consenting Lender, then the Company Borrower may, on ten [*] Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d9.1(a) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or Person; and provided further that (BA) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of any such assignment resulting from a Defaulting Lender onlyclaim for compensation under Section 1.10 or 1.11 or a change in interest rate pursuant to Section 1.13, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or assignment will result in a reduction in such compensation or interest rate, and (B) independently and at different times with respect to in the case of any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting assignment resulting from a Lender becoming a Non-Consenting Lender, without being obligated the applicable Eligible Assignees shall have agreed to take the same action with respect to all Tranches applicable departure, waiver or amendment of Loans and related Revolving Credit Commitments of such Defaulting Lenderthe Loan Documents. (b) Any Lender being replaced pursuant to Section 3.08(a1.14(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and Pro Rata Share of the outstanding Loans and related participations in L/C Obligations and Swing Line Loansprincipal amount of the Loan, and (ii) deliver any Notes Note evidencing such Loans amount to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b)such Assignment, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansPro Rata Share of the Loan, (iiB) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations Loan so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participationsPro Rata Share of the Loan, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to In the contrary, event that (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer Borrower or the depositing Administrative Agent has requested that the Lenders consent to a departure or waiver of cash collateral into a Cash Collateral Account in amounts and pursuant any provisions of the Loan Documents or agree to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and any amendment thereto, (ii) any Lender that acts as Administrative Agent may not be replaced by operation the consent, waiver or amendment in question requires the agreement of this Section 3.08 except all affected Lenders in accordance with the terms of Section 9.0911.2 or all the Lenders, and (iii) the Requisite Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).”

Replacement of Lenders under Certain Circumstances. (a) If at any time: : (i) any the Borrower becomes obligated to pay to any Person additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) any Lender becomes a Defaulting Lender, then the Company may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender.123 (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit applicable Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii17) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii18) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii19) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrarycontrary herein, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09.124 (e) The Company Borrower shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e11.01(f).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate SOFR Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten three Business Days’ prior written notice from the Borrower to the Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Defaulting Non-Consenting Lender onlysuch replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Company Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to take such action as it may elect (including no action) under terminate the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such any Defaulting Lender. (b) Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. Agent (c) for return to the Borrower). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansObligations, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a cash collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuerconsistent with the requirements of Section 2.16) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ec) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders or Majority Lenders of the applicable class, as applicable, have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that (x) rejects (or is deemed to reject) an Extension under Section 2.19, which Extension has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such Extension and (y) does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18. For the avoidance of doubt, if any applicable Lender shall be deemed a Non-Consenting Lender and is required to assign all or any portion of its Initial Term Loans or 2024 Specified Refinancing Term Loans, as applicable, or its Initial Term Loans or 2024 Specified Refinancing Term Loans, as applicable, are prepaid by the Borrower, pursuant to Section 3.08(a) on or prior to the date that is six months after the Amendment No. 7 Effective Date in connection with any such waiver, amendment or modification constituting a Repricing Event, the Borrower shall pay such Non-Consenting Lender a fee equal to 1.00% of the principal amount of the Initial Term Loans or 2024 Specified Refinancing Term Loans, as applicable, so assigned or prepaid.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a) or Sections (c), Section 3.02 or Section 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender (or would be a Defaulting Lender but for delivery by such Lender of the written notice described in clause (i) of the definition of “Defaulting Lender” unless such notices have been delivered by the Required Lenders) or (z) any Lender becomes a Non-Consenting Lender, then the Company Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant ; provided that the failure of any such Lender to execute an Assignment and Assumption arising by operation of Section 3.08(b)shall not render such assignment invalid and such assignment shall be recorded in the Register. Pursuant to such Assignment and Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits of Section 3.01, Section 3.04, Section 10.04 and Section 10.05 with respect to facts and circumstances occurring prior to the effective date of such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lenderassignment. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral Cash Collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation hereunder. (d) In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of this Section 3.08 except any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 9.0910.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in pursuant to Section 3.01 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07), then the Company may, Borrower may on ten one (1) Business Days’ prior written notice to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant applicable rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) terminate the Revolving Credit applicable Commitment of such Lender Lender, and repay all applicable obligations of the Borrowers Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Lender being replaced pursuant to Section 3.07(a) does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within one (1) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Lender being replaced pursuant to Section 3.07(a), then such Lender being replaced pursuant to Section 3.07(a) shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such Lender. In connection with the replacement of any Lender pursuant to Section 3.07(a) above, the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.05. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 3.06 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.08(e), or (ii) any Lender becomes a Defaulting Lender, then the Company Borrower may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans at par plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided provided, that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company Borrower shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Classes or Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Classes and Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit applicable Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 3.09 except in accordance with the terms of Section 9.09. (e) The Company Borrower shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e11.01(f).

Replacement of Lenders under Certain Circumstances. (a) If at any time: (ia) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 4.3, 4.5 or Sections 3.04 through 3.05, 4.6 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency LIBO Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 orLoans, (iib) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a Defaulting “Non-Consenting Lender” (as defined below in this Section 10.12) or (d) any Lender becomes a “Non-Funding Lender” (as defined below in this Section 10.12), then then, the Company Borrower may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) 10.11 all of its relevant rights and obligations under this Agreement to one a Replacement Lender selected by the Borrower and consented to (unless the selected Replacement Lender is also an existing Lender) by the Administrative Agent (such consent not to be unreasonably withheld or more Eligible Assigneesdelayed for a purchase price equal to the outstanding principal amount of such Lender’s Commitments and all accrued interest and fees and other amounts payable hereunder; provided provided, however, that (x) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person, (y) in no event shall the Lender hereby replaced be required to pay or surrender to such Replacement Lender or other Person or (B) terminate any of the Revolving Credit Commitment of fees received by such Lender hereby replaced pursuant to this Agreement and repay all obligations (z) in the case of a replacement of a Lender to which the Borrowers owing Borrower becomes obligated to pay additional amounts to such Lender relating prior to such Lender being replaced, the payment of such additional amounts shall be a condition to the replacement of such Lender. Each Lender agrees that if it is replaced pursuant to this Section, it shall execute and deliver to the Administrative Agent a Lender Assignment Agreement to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans and participations held are evidenced by Notes) subject to such Lender as of such termination dateAssignment Agreement; provided, however, that in the case failure of any Lender replaced pursuant to this Section to execute a Defaulting Lender only, the Company Assignment Agreement shall have the right to take not render such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently sale and at different times with respect to any one or more Tranches of Loans purchase (and the related Revolving Credit Commitmentscorresponding assignment) of such Defaulting Lender, without being obligated to take invalid. In the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. event that (bx) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant Agent has requested the Lenders to an Assignment and Assumption arising by operation consent to a departure from, modification of Section 3.08(b)or waive of any provisions of the Load Documents or to agree to any amendment thereto, (iy) the assignee Lender shall acquire all consent, waiver or a portion, as amendment in question requires the case may be, agreement of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, Lenders (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C IssuerLenders directly affected thereby) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. 10.1 and (ez) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”. If any Lender has failed to make an advance required to be made by it hereunder or (y) has given notice to the Borrower or the Administrative Agent that it will not make, or that it has disaffirmed or repudiated any obligation to make, any advance, such Lender will be deemed a “Non-Funding Lender”. The Company shall also be entitled Borrower’s right to replace a Dissenting Non-Funding Lender pursuant to this Section is, and shall be, in accordance with Section 11.01(e)addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Funding Lender under Applicable Law.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay Indemnified Taxes, additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten one Business Days’ Day’s prior written notice from the Borrower to the Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to Lenders for consent), either (Ax) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither none of the Administrative Agent nor or any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (By) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrower owing to such L/C Issuer relating to the right Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to take such action as it may elect L/C Issuer any Letters of Credit issued by it; provided that (including no actioni) under in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of Borrower having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. Agent (c) for return to the Borrower). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansObligations, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless Cash Collateral has been deposited into a cash collateral account in amounts and pursuant to arrangements reasonably consistent with the requirements of Section 2.16 or other arrangements satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09Article IX. (ec) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that rejects (or is deemed to reject) (x) a loan modification offer under Section 10.01, which loan modification has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such loan modification and (y) any Lender that does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18. For the avoidance of doubt, if any applicable Lender shall be deemed a Non-Consenting Lender and is required to assign all or any portion of its Initial Term Loans or its Initial Term Loans are prepaid by the Borrower, pursuant to Section 3.08(a), on or prior to the date that is six months after the Closing Date in connection with any such waiver, amendment or modification constituting a Repricing Event pursuant to clause (ii) of the definition thereof, the Borrower shall pay such Non-Consenting Lender a fee equal to 1.00% of the principal amount of the Initial Term Loans, so assigned or prepaid.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) If at any time: that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (ifor itself or its Participant) any or for which amounts are otherwise payable by the Borrower becomes obligated pursuant to pay additional amounts or indemnity payments Section 2.14, (b) that is affected in the manner described in Section 3.01 or Sections 3.04 through 3.05, 2.12 and as a result thereof any of any condition the events described in clauses (b) or (c) of such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or occur, (iic) any Lender becomes that is a Defaulting Lender, then a Downgraded Lender, or a Declining Lender, or (d) that does not consent to an amendment or waiver that requires the Company mayconsent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par), without duplication, all Loans and other amounts owing to such replaced Lender on ten Business Days’ or prior written to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures reasonably agreed to by the Borrower and the Administrative Agent (which may include a deemed assignment), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. The Borrower shall have the right to terminate in full the Commitment of each Lender requesting reimbursement pursuant to Section 2.13 or 2.14 by giving notice to the Administrative Agent and such Lender (a “Removed Lender”). On the date of any such termination, either: (A) replace such Lender by causing such Lender to (and such Lender Removed Lender’s Commitment shall be obligated to) assign 100% of its relevant Revolving Credit Commitments terminate and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant Borrower shall pay all amounts owed to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Removed Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment hereunder. Upon termination of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Removed Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loansaccordance with this Section 2.17, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substanceparty hereto, and issued by an issuer reasonably satisfactory to upon such L/C Issuer or the depositing termination of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except Removed Lender’s Commitment in accordance with this 2.17, the terms Total Commitments shall be reduced by the amount of such Removed Lender’s Commitment. The termination of the Commitment of a Removed Lender pursuant to this Section 9.092.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the Administrative Agent or any other Lender may have against such Removed Lender or (y) such Removed Lender may have against the Borrower. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any the Borrower becomes obligated to pay to any Person additional amounts or indemnity payments described in Section ‎Section 3.01 or Sections 3.04 ‎3.04 through 3.05‎3.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 ‎Section 3.02, ‎Section 3.03 or Sections 3.04 ‎3.04 through 3.05 ‎3.06 and, in each case, the applicable Lender has declined or is unable to designate a different Lending Office in accordance with ‎Section 3.08(e), or (ii) any Lender becomes a Defaulting Lender, then the Company Borrower may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, and at its sole expense and effort, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign assign, pursuant to ‎Section 11.07(d), 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans at par plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) along with all of its relevant rights (other than its existing rights to payments under ‎Section 3.01 or ‎Section 3.04) and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company Borrower shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A‎(A) and/or (B‎(B) independently and at different times with respect to any one or more Tranches Class or Classes of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches Classes of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a‎Section 3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit applicable Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b‎Section 3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrarycontrary herein, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 ‎Section 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 ‎Section 3.09 except in accordance with the terms of Section ‎Section 9.09. (e) The Company Borrower shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e‎Section 11.01(f).

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any time the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) any Lender becomes a Defaulting LenderSections, then the Company Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance9.07(b) all of its relevant rights and obligations under this Agreement to one or more Eligible AssigneesPersons; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.05(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes promissory notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note a promissory note or Notes notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a), 3.01(c) or Sections 3.04 through 3.05, 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Company Borrower may, at its sole expense, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Revolving Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.06(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in the case a non-prorata assignment among Facilities is permitted, in respect of the applicable Class of Loans or Revolving Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Revolving Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment Commitments and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment Commitments and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.099.06. (ed) The Company shall also be entitled In the event that (i) Borrower or Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Revolving Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 Sections 5.01 or Sections 3.04 through 3.05, 5.03 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Eurodollar Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 5.05, (ii) any Lender becomes a Defaulting Lender, or (iii) any Lender’s Cost of Funds exceeds the Alternate Base Rate (without reference to the Reference Bank Cost of Funds Rate) then the Company Borrower may, on ten 10 Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing requiring such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d12.04(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in each such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assigneesassignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender Person; and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, provided further that in the case of any such assignment resulting from a Defaulting Lender onlyclaim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one assignment will result in a reduction in such compensation or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lenderpayments. (b) Any Lender being replaced pursuant to Section 3.08(a5.06(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and applicable Commitment, outstanding Loans and related participations in L/C Obligations and Swing Line LoansExposure in respect thereof, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or to the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as L/C Issuer an Issuing Bank may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer Issuing Bank (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer Issuing Bank or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C IssuerIssuing Bank) have been made with respect to each such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.0911.06. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes obligated Lender requests payment or reimbursement for any amount, or a change in interest rate, pursuant to pay additional amounts Section 1.11, 1.12 or indemnity payments described in Section 3.01 or Sections 3.04 through 3.051.14 above, as applicable, as a result of any condition described in such Sections Sections, or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) any Lender becomes a Defaulting Non-Consenting Lender, then the Company Borrower may, on ten [*] Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d9.1(a) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or Person; and provided further that (BA) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of any such assignment resulting from a Defaulting Lender onlyclaim for compensation under Section 1.11 or 1.12 or a change in interest rate pursuant to Section 1.14, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or assignment will result in a reduction in such compensation or interest rate, and (B) independently and at different times with respect to in the case of any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting assignment resulting from a Lender becoming a Non-Consenting Lender, without being obligated the applicable Eligible Assignees shall have agreed to take the same action with respect to all Tranches applicable departure, waiver or amendment of Loans and related Revolving Credit Commitments of such Defaulting Lenderthe Loan Documents. (b) Any Lender being replaced pursuant to Section 3.08(a1.15(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and Pro Rata Share of the outstanding Loans and related participations in L/C Obligations and Swing Line Loansprincipal amount of the Loan, and (ii) deliver any Notes Note evidencing such Loans amount to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b)such Assignment, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansPro Rata Share of the Loan, (iiB) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations Loan so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participationsPro Rata Share of the Loan, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to In the contrary, event that (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer Borrower or the depositing Administrative Agent has requested that the Lenders consent to a departure or waiver of cash collateral into a Cash Collateral Account in amounts and pursuant any provisions of the Loan Documents or agree to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and any amendment thereto, (ii) any Lender that acts as Administrative Agent may not be replaced by operation the consent, waiver or amendment in question requires the agreement of this Section 3.08 except all affected Lenders in accordance with the terms of Section 9.0911.2 or all the Lenders, and (iii) the Requisite Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes the Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrowers may, on ten three Business Days’ prior written notice from the Borrowers to the Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrowers in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Borrowers to find a replacement Lender or other such Person or or (Bii) so long as no Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrowers owing to such L/C Issuer relating to the right Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to take such action as it may elect L/C Issuer any Letters of Credit issued by it; provided that (including no actioni) under in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of the Borrowers having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower Borrowers or the Administrative Agent. Agent (c) for return to the Borrowers). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansObligations, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant Borrowerthe Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up backstop standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a cash collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuerconsistent with the requirements of Section 2.16) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ec) The Company shall also be entitled In the event that (i) the Borrowers or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders or Majority Lenders of the applicable class (or, in the case of any amendment or modification that requires the consent of all affected Lenders, in lieu of the Required Lenders or Majority Lenders, as applicable, a majority (in principal amount) of such affected Lenders), as applicable, have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that (x) rejects (or is deemed to reject) an Extension under Section 2.19, which Extension has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such Extension and (y) does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18. For the avoidance of doubt, if any applicable Lender shall be deemed a Non-Consenting Lender and is required to assign all or any portion of its Initial Term Loans or its Initial Term Loans are prepaid by the Borrowers, pursuant to Section 3.08(a) on or prior to the date that is six months after the ClosingFirst Amendment Effective Date in connection with any such waiver, amendment or modification constituting a Repricing Event, the Borrowers shall pay such Non-Consenting Lender a fee equal to 1.00% of the principal amount of the Initial Term Loans so assigned or prepaid.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes the Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 to (or for the account of) any Lender as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrowers may, on ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrowers in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Borrowers to find a replacement Lender or other such Person or or (Bii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrowers owing to such L/C Issuer relating to the right Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to take such action as it may elect L/C Issuer any Letters of Credit issued by it; provided that (including no actioni) under in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other Replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of Borrowers having become obligated to take pay amounts described in Section 3.01, 3.03, 3.04 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 01, 3.03, 3.04 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, Loans and (ii) deliver any Notes evidencing such Loans to the relevant Borrower Representative (for return to the applicable Borrower) or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest and fees in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Xxxxxx shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant Borrowerthe Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender Xxxxxx shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a cash collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuerconsistent with the requirements of Section 2.18) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ec) The Company shall also be entitled In the event that (i) the Borrower Representative (on behalf of the Borrowers) or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that rejects (or is deemed to reject) (x) a loan modification offer under Section 10.01, which loan modification has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such loan modification and (y) any Lender that does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.20.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a "Non-Consenting Lender" (as defined below in this Section 3.07), then the Company Borrower may, on ten (10) Business Days’ ' prior written notice to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided provided, that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit 's Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit 's Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Non-Consenting Lender."

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07), then the Company Borrowers may, at their sole expense and effort, on ten five Business Days’ prior written notice to the Administrative Agent and such LenderLender (or such lesser time as may be agreed by the Administrative Agent), either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent Borrowers in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that (A) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Borrowers to find a replacement Lender or other such Person or Person, (B) terminate the Revolving Credit Commitment such replaced Lender shall have received payment of such Lender and repay all obligations of the Borrowers owing to such Lender relating an amount equal to the outstanding principal of its Loans and participations held by in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 2.05 (if applicable) and 3.05) in accordance with the Assignment and Assumption with respect to such Lender as of assignment, (C) such termination date; provided, however, that assignment does not conflict with applicable Law and (D) in the case of any assignment resulting from a Defaulting Lender onlybecoming a Non-Consenting Lender, the Company applicable assignee shall have consented to the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one applicable amendment, waiver or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lenderconsent. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower Borrowers or the Administrative Agent. (c) Pursuant . If such replaced Lender fails to an execute and deliver such Assignment and Assumption arising by operation within three Business Days after the receipt of Section 3.08(bnotice referred to in the foregoing clause (a), the Administrative Agent is hereby authorized to execute such Assignment and Assumption instead of such replaced Lender (iand each Lender, by its becoming a Lender hereunder is deemed to have granted to the Administrative Agent an irrevocable proxy, which proxy shall be deemed to be coupled with interest, to execute and deliver the Assignment and Assumption, as provided in this Section). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) all obligations of each Borrower the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently in accordance with the execution of such Assignment and Assumption concurrently with such assignment and assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrowerthe Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as (or whose Affiliate acts as) the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) any Borrower has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections Section 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans or RFR Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Section 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non Consenting Lender, then the Company Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (A) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (B) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line AMERICAS/2023095923.12023095923.18 128 Credit Agreement Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.099.06. (ed) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) If at that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any time: of the events described in clauses (b) or (c) of such 828 ‌ ‌ ​ ​ Section occur, (c) that is a Defaulting Lender or a Downgraded Lender, or (d) that does not consent to an amendment or waiver that requires the consent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05Requirement of Law, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) no Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par), without duplication, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding SOFR Loan owing to such replaced Lender becomes shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Defaulting Lender, then the Company may, on ten Business Days’ prior written notice shall be reasonably satisfactory to the Administrative Agent and such LenderAgent, either: (Avi) replace such Lender by causing such Lender to (and such the replaced Lender shall be obligated toto make such replacement in accordance with the provisions of Section 9.6 (c) assign 100% of its relevant Revolving Credit Commitments and (e) (provided that the principal of its relevant outstanding Loans plus any accrued Borrower or the replacement bank or institution shall be obligated to pay the registration and unpaid interest processing fee referred to therein) or pursuant to Section 11.07(d) (with other procedures reasonably agreed to by the assignment fee to be paid by such Borrower unless waived by and the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find (which may include a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(bdeemed assignment), (ivii) until such time as such replacement shall be consummated, the assignee Lender Borrower shall acquire pay all additional amounts (if any) required pursuant to Sections 2.13 or a portion2.14, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iiiviii) upon any such payment and, if so requested by replacement shall not be deemed to be a waiver of any rights which the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Administrative Agent or any other Lender shall become a Lender hereunder and have against the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes the Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Term Benchmark Loans or Eurocurrency Rate Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrowers may, on ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such Lender, either: either (Ax) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.05(b) (with the assignment fee to be paid by the Borrowers in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Borrowers to find a replacement Lender or other such Person or or (By) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrowers owing to such L/C Issuer relating to the right Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to take such action as it may elect L/C Issuer any Letters of Credit issued by it; provided that (including no actioni) under in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other Replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of Borrowers having become obligated to take pay amounts described in Section 3.01 or 3.04, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.04, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower Representative (for return to the applicable Borrower) or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansObligations, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest and fees in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant Borrowerthe Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a cash collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance consistent with the terms requirements of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).Section

Replacement of Lenders under Certain Circumstances. The -------------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) If at requests reimbursement for amounts owing pursuant to subsection 2.16 or 2.17 (other than with respect to LIBOR Competitive Loans), (b) is affected in the manner described in subsection 2.15 (other than with respect to LIBOR Competitive Loans) and as a result thereof any time: of the actions described in said subsection is required to be taken, (c) defaults in its obligation to make Revolving Credit Loans hereunder or (d) fails to consent to the extension of the Termination Date pursuant to subsection 2.21, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05-------- Requirement of Law, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under subsection 2.18 if any LIBOR Loan or CD Rate Loan owing to such replaced Lender becomes shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Defaulting Lender, then the Company may, on ten Business Days’ prior written notice shall be reasonably satisfactory to the Administrative Agent and such LenderAgent, either: (Avi) replace such Lender by causing such Lender to (and such the replaced Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (make such replacement in accordance with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all provisions of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; subsection 8.6 (provided that neither the Administrative Agent nor any Lender Borrower shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being be obligated to take pay the same action with respect registration and processing fee referred to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(btherein), (ivii) until such time as such replacement shall be consummated, the assignee Lender Borrower shall acquire pay all additional amounts (if any) required pursuant to subsection 2.16 or a portion2.17, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iiiviii) upon any such payment and, if so requested by replacement shall not be deemed to be a waiver of any rights which the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Administrative Agent or any other Lender shall become a Lender hereunder and have against the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any Borrower becomes the Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections Sections, and such Lender entitled to such payment has declined or is unable to designate a different lending office in accordance with Section 3.07(b), or any Lender ceases to make Eurocurrency Rate SOFR Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04(b) or (ii) any Lender becomes a Defaulting Lender (collectively, a “Replaceable Lender”), then the Company Borrowers may, on ten three Business Days’ prior written notice (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent) from the Borrowers to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrowers in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights (other than its existing rights to payments pursuant to Section 3.01 or 3.05) and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower the Borrowers to find a replacement Lender or other such Person or or (Bii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment and prepay the Loans of such Lender and repay all obligations Obligations of the Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, howeverfurther, that in the IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 case of any such replacement as a Defaulting Lender only, result of the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being Borrowers having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the relevant Borrower Borrowers (for return to the Borrowers) or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, (x) if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant Borrowerthe Borrowers, (y) the assignee Lender shall become a Lender hereunder and (z) the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrowers shall pay to such Lender all reasonable costs and expenses incurred by any Lender in connection with any such replacement. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such replacement cease to apply. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ec) The Company shall also be entitled In the event that (i) the Borrowers or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to all Loans or a certain class of the Loans and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that rejects (or is deemed to reject) (x) a loan modification offer under Section 10.01, which loan modification has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such loan modification and (y) any Lender that does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18.

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any i. the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 3.06 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.08(e), or (ii) . any Lender becomes a Defaulting Lender, then the Company Borrower may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) 1. replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans at par plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) 2. terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company Borrower shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Classes or Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Classes and Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) a. Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit applicable Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) b. Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) c. Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 3.09 except in accordance with the terms of Section 9.09. (e) d. The Company Borrower shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e11.01(f).

Replacement of Lenders under Certain Circumstances. If at any time (a) If at any time: (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 SECTION 4.1(a) or Sections 3.04 through 3.05, SECTION 4.6 as a result of any condition described in such Sections SECTIONS or any Lender ceases to make Eurocurrency Rate Loans as Eurodollar Borrowings pursuant to SECTION 4.2(b), in any such case where such condition or circumstance is not applicable to all Lenders, (b) any Lender becomes insolvent and its assets become subject to a result of any condition described in Section 3.02 receiver, liquidator, trustee, custodian, or Sections 3.04 through 3.05 or other Person having similar powers, or (iic) any Lender becomes a Defaulting Lender, then the Company Borrower may, on ten (10) Business Days’ ' prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instanceSECTION 14.13(b) all of its relevant rights Rights and obligations under this Agreement to one a Lender or more other Eligible Assignees; provided that Assignee selected by Borrower and reasonably acceptable to Administrative Agent for a purchase price equal to the outstanding principal amount of such Lender's Principal Debt and all accrued interest and fees and other amounts payable hereunder (including amounts payable under SECTION 4.5 as though such Lender was being paid instead of being purchased), PROVIDED THAT (i) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loansentity, and (ii) deliver in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any Notes evidencing of the fees received by such Loans Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which Borrower becomes obligated to pay additional amounts to such Lender prior to such Lender being replaced, the payment of such additional amounts shall be a condition to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution replacement of such Assignment and Assumption and (iii) upon Lender. Upon the satisfaction of all the foregoing conditions, such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender that is being replaced shall cease to be a "LENDER" for purposes of this Agreement, PROVIDED THAT Borrower shall continue to be obligated to such Lender hereunder under SECTION 12.11 with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as any indemnified liabilities arising prior to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled termination. Borrower's right to replace a Dissenting Defaulting Lender pursuant to this SECTION 3.15 is, and shall be, in accordance with Section 11.01(e)addition to, and not in lieu of, all other rights and remedies available to Borrower against such Defaulting Lender under this Agreement or under applicable Law.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non- Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten three Business Days’ prior written notice from the Borrower to the Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Defaulting Non-Consenting Lender onlysuch replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Company Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to take such action as it may elect (including no action) under terminate the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such any Defaulting Lender. (b) Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. Agent (c) for return to the Borrower). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansObligations, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning 130 Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything . In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the contraryAdministrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, (i) then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender that acts as L/C Issuer may not be replaced by operation of pursuant to this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory 3.08(a), the Borrower shall pay to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to Lender such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and as may be required pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.093.06. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a) or Sections 3.04 through 3.05, (c) or Section 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Company such Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each the relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Borrowers or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections Section 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or Section 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non Consenting Lender, then the Company such Borrower may, on ten five (5) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Revolving Credit Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Revolving Credit Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Revolving Credit Commitments) to one or more Eligible Assignees; provided that (A) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (B) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each the relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.099.06. (ed) The Company shall also be entitled In the event that (i) the Borrowers or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Revolving Credit Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) If at any time: that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (ifor itself or its Participant) any or for which amounts are otherwise payable by the Borrower becomes obligated pursuant to pay additional amounts or indemnity payments Section 2.14, (b) that is affected in the manner described in Section 3.01 or Sections 3.04 through 3.05, 2.12 and as a result thereof any of any condition the events described in clauses (b) or (c) of such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or occur, (iic) any Lender becomes that is a Defaulting Lender, then a Downgraded Lender or a Declining Lender, or (d) that does not consent to an amendment or waiver that requires the Company mayconsent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) subject to Section 2.18, the Borrower shall repay (or the replacement bank or institution shall purchase, at par), without duplication, all Loans and other amounts owing to such replaced Lender on ten Business Days’ or prior written notice to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding EurodollarSOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and such LenderAgent, either: (Avi) replace such Lender by causing such Lender to (and such the replaced Lender shall be obligated toto make such replacement in accordance with the provisions of Section 9.6(c) assign 100% of its relevant Revolving Credit Commitments and (e) (provided that the principal of its relevant outstanding Loans plus any accrued Borrower or the replacement bank or institution shall be obligated to pay the registration and unpaid interest processing fee referred to therein) or pursuant to Section 11.07(d) (with other procedures reasonably agreed to by the assignment fee to be paid by such Borrower unless waived by and the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find (which may include a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(bdeemed assignment), (ivii) until such time as such replacement shall be consummated, the assignee Lender Borrower shall acquire pay all additional amounts (if any) required pursuant to Sections 2.13 or a portion2.14, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iiiviii) upon any such payment and, if so requested by replacement shall not be deemed to be a waiver of any rights which the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Administrative Agent or any other Lender shall become a Lender hereunder and have against the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate SOFR Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten three Business Days’ prior written notice from the Borrower to the Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) so long as no Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender Lender, and (1) in the case of a Lender, repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination datedate and (2) Reserved; provided, however, provided that (i) in the case of a Defaulting Lender onlyany such replacement of, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of the Borrower having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. (db) Notwithstanding anything to [Reserved]. (c) In the contrary, event that (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer Borrower or the depositing Administrative Agent has requested the Lenders to consent to a waiver of cash collateral into a Cash Collateral Account in amounts and pursuant any provisions of the Loan Documents or to arrangements reasonably satisfactory agree to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and any amendment or other modification thereto, (ii) any Lender that acts as Administrative Agent may not be replaced by operation the waiver, amendment or modification in question requires the agreement of this Section 3.08 except all affected Lenders in accordance with the terms of Section 9.0910.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders or Majority Lenders of the applicable class (or, in the case of any amendment or modification that requires the consent of all affected Lenders, in lieu of the Required Lenders or Majority Lenders, as applicable, a majority (in principal amount) of such affected Lenders), as applicable, have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency RateSOFR Loans or Alternative Currency TermEurocurrency Rate Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a "Replaceable Lender"), then the Company Borrower may, on ten three Business Days’ ' prior written notice from the Borrower to the 178 Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) so long as no Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrower owing to such L/C Issuer relating to the right Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to take such action as it may elect L/C Issuer any Letters of Credit issued by it; provided that (including no actioni) under in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of the Borrower having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Xxxxxx's Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. Agent (c) for return to the Borrower). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit 's Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansObligations, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up backstop standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a cash collateral into a Cash Collateral Account account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuerconsistent with the requirements of Section 2.16) have been made with respect 179 to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09. (ec) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders or Majority Lenders of the applicable class (or, in the case of any amendment or modification that requires the consent of all affected Lenders, in lieu of the Required Lenders or Majority Lenders, as applicable, a majority (in principal amount) of such affected Lenders), as applicable, have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a "Non-Consenting Lender"; provided, that the term "Non-Consenting Lender" shall also include any Lender that (x) rejects (or is deemed to reject) an Extension under Section 2.19, which Extension has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such Extension and (y) does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18. For the avoidance of doubt, if any applicable Lender shall be deemed a Non-Consenting Lender and is required to assign all or any portion of its Initial Term Loans or its Initial Term Loans are prepaid by the Borrower, pursuant to Section 3.08(a) on or prior to the date that is six months after the Closing Date in connection with any such waiver, amendment or modification constituting a Repricing Event, the Borrower shall pay such Non-Consenting Lender a fee equal to 1.00% of the principal amount of the Initial Term Loans so assigned or prepaid.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay Indemnified Taxes, additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate SOFR Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten one Business Days’ Day’s prior written notice from the Borrower to the Administrative Agent and such LenderLender (for the avoidance of doubt, either: such notice shall be deemed provided on the same day that an amendment or waiver is posted to Lenders for consent), either (Ax) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither none of the Administrative Agent nor or any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (By) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender or L/C Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that date and (2) in the case of a Defaulting Lender onlyan L/C Issuer, repay all obligations of the Company shall have Borrower owing to such L/C Issuer relating to the right Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to take such action as it may elect L/C Issuer any Letters of Credit issued by it; provided that (including no actioni) under in the immediately preceding clauses (A) and/or (B) independently and at different times case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of Borrower having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such LenderXxxxxx’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. Agent (c) for return to the Borrower). Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (iA) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line LoansObligations, (iiB) all obligations of each Borrower owing to the assigning Lender Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iiiC) upon such payment and, if so requested by the assignee Lender, delivery the assigning Lender shall deliver to the assignee Lender of the appropriate applicable Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06. (db) Notwithstanding anything to the contrarycontrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless Cash Collateral has been deposited into a cash collateral account in amounts and pursuant to arrangements reasonably consistent with the requirements of Section 2.16 or other arrangements satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 hereunder except in accordance with the terms of Section 9.09Article IX. (ec) The Company shall also be entitled In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders in accordance with the terms of Section 11.01(e10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification, in each case, shall be deemed a “Non-Consenting Lender”; provided, that the term “Non-Consenting Lender” shall also include any Lender that rejects (or is deemed to reject) (x) a loan modification offer under Section 10.01, which loan modification has been accepted by at least the Majority Lenders of the respective Tranche of Loans whose Loans and/or Commitments are to be extended pursuant to such loan modification and (y) any Lender that does not elect to become a lender in respect of any Specified Refinancing Debt pursuant to Section 2.18. For the avoidance of doubt, if any applicable Lender shall be deemed a Non-Consenting Lender and is required to assign all or any portion of its 2019 Refinancing Term Loans or its 2019 Refinancing Term Loans are prepaid by the Borrower, pursuant to Section 3.08(a), on or prior to the date that is six months after the Amendment No. 1 Effective Date in connection with any such waiver, amendment or modification constituting a Repricing Event pursuant to clause (ii) of the definition thereof, the Borrower shall pay such Non-Consenting Lender a fee equal to 1.00% of the principal amount of the 2019 Refinancing Term Loans, so assigned or prepaid.

Replacement of Lenders under Certain Circumstances. If any Lender (a) If at shall make a request for reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) shall deliver any time: notice to the Borrower and Administrative Agent pursuant to Section 2.12(a), (ic) any Borrower becomes obligated does not consent to pay additional amounts an amendment or indemnity payments described in Section 3.01 waiver that requires the consent of all Lenders and has been approved by the Required Lenders or Sections 3.04 through 3.05, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or (iid) any Lender becomes is a Defaulting Lender or a Downgraded Lender, then the Company may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing Borrower may require such Lender to (assign and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) delegate, without recourse, all of its relevant interests, rights and obligations under this Agreement and the other Loan Documents to one a replacement bank or more Eligible Assigneesother financial institution; provided that neither the Administrative Agent nor (i) such replacement does not conflict with any Lender Requirement of Law, (ii) no Event of Default shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate occurred and be continuing at the Revolving Credit Commitment time of such Lender replacement (or, if a Default or Event of Default exists, the Required Lenders consent to such replacement), (iii) the Borrower shall repay, without duplication, all Loans, Swingline Loans, Swingline Participation Amounts and repay all obligations of the Borrowers other amounts owing to such replaced Lender relating on or prior to the Loans and participations held by date of replacement, (iv) the Borrower shall be liable to such replaced Lender as under Section 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of such termination date; providedthe Interest Period relating thereto, however(v) the replacement bank or institution, that in the case of if not already a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to take make such replacement in accordance with the same action with respect to all Tranches provisions of Loans and related Revolving Credit Commitments of such Defaulting Lender. Section 9.6 (bc) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (iie) deliver any Notes evidencing such Loans to (provided that the relevant Borrower or the Administrative Agent. (c) Pursuant replacement bank or institution shall be obligated to an Assignment pay the registration and Assumption arising by operation of Section 3.08(bprocessing fee referred to therein), (ivii) until such time as such replacement shall be consummated, the assignee Lender Borrower shall acquire pay all additional amounts (if any) required pursuant to Sections 2.13 or a portion2.14, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iiiviii) upon any such payment and, if so requested by replacement shall not be deemed to be a waiver of any rights which the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Administrative Agent or any other Lender shall become a Lender hereunder and have against the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.05, 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 3.03 or Sections 3.04 through 3.05 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non- Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Company Borrower may, on ten three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender, either: either (Ai) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by the Borrower in such Borrower instance unless waived by the Administrative Agent in such instanceAgent) all of its relevant rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or or (Bii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Revolving Credit Commitment of such Lender and in the case of a Lender, repay all obligations Obligations of the Borrowers Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, provided that (i) in the case of a Defaulting Lender onlyany such replacement of, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any one other replacement Lender) to cause the adoption of the applicable modification, waiver or more Tranches amendment of Loans the Loan Documents and (and ii) in the related Revolving Credit Commitments) case of any such Defaulting Lender, without being replacement as a result of the Borrower having become obligated to take pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) future. Any Lender being replaced pursuant to this Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower (for return to the Borrower) or the Administrative Agent. (c) . Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 except in accordance with the terms of Section 9.09. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).Assumption,

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a) or Sections 3.04 through 3.05, (c) or Section 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Company Borrower may, on ten five (5) Business Days’ prior written notice (the “Lender Replacement Notice Period”) to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible AssigneesAssignees (together with any consents that would be required pursuant to Section 10.07 for an assignment to such Eligible Assignee); provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans; provided, 75 however, that any such Lender that has not executed such Assignment and Assumption prior to the expiration of the Lender Replacement Notice Period shall be deemed to have assigned such Loans and, if applicable, participations in L/C Obligations and Swing Line Loans pursuant to an Assignment and Assumption upon receipt of the purchase price required by this Section 3.07(b), and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any a Lender that acts as an L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such the L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such the L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such the L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.099.10. (d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.” (e) The Company In the event that any Revolving Credit Lender shall also become a Defaulting Lender or S&P, Xxxxx’x and Xxxxxxxx’x BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Revolving Credit Lender, downgrade the long term certificate deposit ratings of such Lender, and the resulting ratings shall be entitled below BBB-, Baa3 and C (or BB, in the case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender that is not rated by any such ratings service or provider, the L/C Issuer shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as compared to such condition or ability as of the date that any such Lender became a Revolving Credit Lender) then the L/C Issuer shall have the right, but not the obligation, at the Borrower’s expense, upon notice to such Lender and the Administrative Agent, to replace a Dissenting such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 11.01(e10.07(b)), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.07(b), including, for the avoidance of doubt, the prior written consent of the Borrower to the extent otherwise required by Section 10.07(b)) all its interests, rights and obligations in respect of its Revolving Credit Commitment to such assignee; provided, however, 76 that no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority.

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a) or Sections 3.04 through 3.05, (c) or Section 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non Consenting Lender, then the Company such Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced pursuant to Section 3.08(a3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) . Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each the relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Borrowers or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. (a) If at any time: time (ix) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 3.01(a) or Sections 3.04 through 3.05, (c) or Section 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or 3.04, (iiy) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Company such Borrower may, on ten (10) Business Days’ prior written writtenupon notice to the Administrative Agent and such Lender, either: (A) replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(b) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting LenderPerson. (b) Any Lender being replaced replacedEach party hereto agrees that an assignment required pursuant to this Section 3.08(a3.07(a) above shall (i) execute and deliver may be effected pursuant to an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or orexecuted by the Borrower, the Administrative Agent. (c) Agent and the assignee and that the Lender required to make such assignment need not be a party thereto. Pursuant to an such Assignment and Assumption arising by operation of Section 3.08(b)Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment assignment and Assumption assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each the relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be constitute a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such suchthe assigning Lender. Any Lender being replaced pursuant to Section 3.07(a) above shall deliver any Notes evidencing the outstanding Loans of the applicable Class to the relevant Borrower or the Administrative Agent promptly following the effectiveness of such assignment. (dc) Notwithstanding anything to the contrarycontrary contained above, (i) any the Lender that acts as the L/C Issuer may not be replaced by operation of this Section 3.08 hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any the Lender that acts as the Administrative Agent may not be replaced by operation of this Section 3.08 in such capacity hereunder except in accordance with the terms of Section 9.09. (ed) The Company shall also be entitled In the event that (i) the Borrowers or the Administrative Agent has requested the Lenders to replace consent to a Dissenting Lender departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 11.01(e)10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) If at any time: that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (ifor itself or its Participant) any or for which amounts are otherwise payable by the Borrower becomes obligated pursuant to pay additional amounts or indemnity payments Section 2.14, (b) that is affected in the manner described in Section 3.01 or Sections 3.04 through 3.05, 2.12 and as a result thereof any of any condition the events described in clauses (b) or (c) of such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 or occur, (iic) any Lender becomes that is a Defaulting Lender, then a Downgraded Lender, or a Declining Lender, or (d) that does not consent to an amendment or waiver that requires the Company mayconsent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par), without duplication, all Loans, participations in LC Disbursements, participating interests in Swingline Loans, Swingline Participation Amounts and other amounts owing to such replaced Lender on ten Business Days’ or prior written to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures reasonably agreed to by the Borrower and the Administrative Agent (which may include a deemed assignment), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. The Borrower shall have the right to terminate in full the Commitment of each Lender requesting reimbursement pursuant to Section 2.13 or 2.14 by giving notice to the Administrative Agent and such Lender (a “Removed Lender”). On the date of any such termination, either: (A) replace such Lender by causing such Lender to (and such Lender Removed Lender’s Commitment shall be obligated to) assign 100% of its relevant Revolving Credit Commitments terminate and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant Borrower shall pay all amounts owed to Section 11.07(d) (with the assignment fee to be paid by such Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Removed Lender shall have any obligation to any Borrower to find a replacement Lender or other such Person or (B) terminate the Revolving Credit Commitment hereunder. Upon termination of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender only, the Company shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Removed Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loansaccordance with this Section 2.17, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to be a party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with this 2.17, the Total Commitments shall be reduced by the amount of such Removed Lender’s Commitment. The termination of the Commitment of a Removed Lender hereunder with respect pursuant to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which Section 2.17 shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation deemed to be a waiver of this Section 3.08 at any time right that it has (x) the Borrower, the Administrative Agent or any Letter other Lender may have against such Removed Lender or (y) such Removed Lender may have against the Borrower. For the avoidance of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit doubt, participating interests in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter Letters of Credit and (ii) any Lender that acts as Administrative Agent may not Swingline Loans will be replaced by operation of this Section 3.08 except reallocated among the remaining non- Defaulting Lenders in accordance with their respective Percentages upon termination of any such Commitment. Notwithstanding the terms foregoing, no termination of a Commitment pursuant to this Section 9.092.17 shall be effective unless the participating interests in Letters of Credit and Swingline Loans are so reallocated or the Issuing Lenders and Swingline Lenders are otherwise satisfied the existing and future LC Exposure and Swingline Exposure will be covered by the Commitments of the remaining non-Defaulting Lenders and/or cash collateralized by the Borrower. (e) The Company shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e).

Replacement of Lenders under Certain Circumstances. (a) If at any time: (i) any the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Sections 3.04 through 3.053.06, as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Sections 3.04 through 3.05 3.06 or (ii) any Lender becomes a Defaulting Lender, then the Company Borrower may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, either: (A) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign 100% of its relevant Revolving Credit Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest pursuant to Section 11.07(d10.07(d) (with the assignment fee to be paid by such the Borrower unless waived by the Administrative Agent in such instance) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such Person Person; or (B) terminate the Revolving Credit Commitment of such Lender and repay all obligations of the Borrowers Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; . provided, however, that in the case of a Defaulting Lender only, the Company Borrower shall have the right to take such action as it may elect (including no action) under the immediately preceding clauses (A) and/or (B) independently and at different times with respect to any one or more Classes or Tranches of Loans (and the related Revolving Credit Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Classes and Tranches of Loans and related Revolving Credit Commitments of such Defaulting Lender. (b) Any Lender being replaced pursuant to Section 3.08(a3.09(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and related participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the relevant Borrower or the Administrative Agent. (c) Pursuant to an Assignment and Assumption arising by operation of Section 3.08(b3.09(b), (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (ii) all obligations of each the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by each relevant the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. (d) Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced by operation of this Section 3.08 3.09 at any time that it has any Letter of Credit outstanding unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section 3.08 3.09 except in accordance with the terms of Section 9.09. (e) The Company Borrower shall also be entitled to replace a Dissenting Lender in accordance with Section 11.01(e10.01(d).