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

Replacement of Lenders under Certain Circumstances. If any Lender (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender (a) that requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 2.13 or 2.18 2.14 (for itself or gives a notice of illegality its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.202.14, (b) becomes that is affected in the manner described in Section 2.12 and as a Defaulting Lender result thereof any of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender, a Downgraded Lender, or a Declining Lender, or (d) that does not agree consent to an amendment, modification, termination, amendment or waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which that requires the agreement consent of each Lender, all affected Lenders or all the Lenders (or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments Lenders) and where the consent of has been approved by the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if anyLenders, in full to one each case, with a replacement bank or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any no Event of Default shall have occurred and be continuing at the time of such replacement pursuant (or, if an Event of Default exists, the Required Lenders consent to clause (a) or (bsuch replacement), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (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 Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period relating thereto; provided, (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 not make include a deemed assignment), (vii) until such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of time as such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by 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, such Removed Lender’s Commitment shall terminate and the assignee and that the Terminated Borrower shall pay all amounts owed to such Removed Lender required hereunder. Upon termination of such Removed Lender’s Commitment in accordance with this Section 2.17, such Removed Lender shall cease to make such assignment need not be a party theretohereto, and each 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 hereby authorizes and directs pursuant to this Section 2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the Administrative Agent to execute or any other Lender may have against such Removed Lender or (y) such Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit and deliver such documentation as may Swingline Loans will be required to give effect to an assignment reallocated among the remaining non-Defaulting Lenders in accordance with Section 9.6 on behalf their respective Percentages upon termination of any such Commitment. Notwithstanding the foregoing, no termination of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent Commitment pursuant to this Section 2.17 shall be effective for purposes unless the participating interests in Letters of documenting an assignment pursuant to Section 9.6Credit 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.

Replacement of Lenders under Certain Circumstances. If Kimco shall be permitted to replace any Lender which (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 2.11 (other than Section 2.11(c)) or 2.18 or gives a notice of illegality pursuant to Section 2.202.12, (b) is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken, (c) becomes a Defaulting Lender or Lender, (cd) does not agree consent to an any amendment, modificationwaiver, termination, waiver supplement or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect modification to any of the provisions hereof as contemplated by Section 9.1, Loan Document for which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have has been obtained but that requires the consent of additional Lenders pursuant to any Loan Document, or (any such e) is a Protesting Lender, with a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one replacement bank or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender no Event of Default shall have taken no action under Section 2.21 so as to eliminate occurred and be continuing at the continued need for payment time of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20replacement, (iii) the Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts (other than Competitive Loans) owing to such Terminated replaced Lender shall have received payment of an amount equal prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower applicable Borrowers shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) 2.13 if any Eurodollar Eurocurrency Loan, Money Market Loan or Fixed Rate Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period or the Money Market Loan Maturity Date, as the case may be, relating thereto; provided, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be satisfactory to the Administrative Agent and the Issuing Lender, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that Kimco shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower applicable Borrowers shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 2.11 or 2.12, as the case may be, and (ix) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by the be a waiver of any rights which any Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated replaced Lender required if it defaulted in its obligation to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6Revolving Credit Loans hereunder.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14, Section 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree consent to an any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which other Loan Document that requires the agreement consent of each Lender, all affected Lenders or all of the Lenders or all affected Lenders with respect to a certain Class or Classes each of the Loans/Commitments and where Lenders affected thereby (so long as the consent of the Required Lenders (or with the requisite percentage of Lenders under Section 9.1in such definition being deemed to be more than 50% for this purpose) shall have has been obtained (any such Lender, a “Non-Consenting Lender”obtained), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (with a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement lender; 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iiiiv) the replacement lender shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the Borrower may replacement lender, if not make such election already a Lender, shall be reasonably satisfactory to the Administrative Agent and, with respect to the replacement of a Revolving Credit Lender, each Issuing Lender (such consent not to be unreasonably withheld), (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.17 or 2.18, as the case may be, in respect of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness date on which such replacement shall be consummated, (ix) such replacement Lender shall consent to the proposed amendment, supplement, modification, consent or waiver and (x) any such replacement shall not be deemed to be a waiver of such electionany rights that the Borrower, the Borrower Administrative Agent or any other Lender shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or against the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated replaced Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 paragraph may be effected pursuant to an Assignment and Acceptance Assumption executed by the Borrower, the Administrative Agent and the assignee assignee, and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent thereto in order for such assignment to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6effective.

Replacement of Lenders under Certain Circumstances. If any Lender In the event that (a) requests reimbursement for amounts owing any Lender shall have delivered a notice or certificate pursuant to Sections 2.142.14 or 2.18, 2.17 or 2.18 the Borrower shall be required to make additional payments to any Lender under Section 2.15 (each, an “Increased Cost Lender”) or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree subject to an amendmentthe terms and conditions of Section 9.08(f), modification, termination, waiver or consent in the event where there is a connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by described in Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders 9.08(f) with respect to a certain Class or Classes of the Loans/Commitments and where which the consent of the Required Requisite Lenders (or is obtained but the requisite percentage required consent of Lenders under Section 9.1) shall have been such Lender is not obtained (any such Lender, a “Non-Consenting Lender”); then, then the Borrower may, by giving written notice with respect to the Administrative Agent each such Increased Cost Lender and any each such Lender of its election to do so, elect to cause such Non-Consenting Lender (each, a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby the right, but not the obligation, at its own expense, upon notice to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination Administrative Agent, to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Terminated Lenders hereby agree to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrower shall pay to each affected Terminated Lender in immediately available funds on the date of such assignment the principal of and interest and fees accrued to the date of payment on the Revolving Credit Commitment, Loans and participations in Letters of Credit made by such Terminated Lender and all other amounts accrued for such Terminated Lender’s Revolving Credit Commitmentsaccount or owed to it hereunder. Each Lender agrees that, if anyit becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such Terminated Lender sale and purchase and shall no longer constitute a “deliver to the Administrative Agent any Note (if the assigning Lender” for purposes hereof’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided, however, that the failure of any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to execute an Assignment and Acceptance executed by the Borrower, the Administrative Agent Assumption shall not render such sale and purchase (and the assignee corresponding assignment) invalid and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6recorded in the Register.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder replacement financial institutions or other Persons) that (a) requests reimbursement for amounts owing pursuant to and in accordance with Section 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22, (b) is a Defaulting Lender or (c) does not consent to any proposed amendment, modification, termination, waiver or consent as contemplated by Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(viii), 10.1(a)(ix) or 10.1(a)(x) where the provisions consent of Section 9.6the Required Lenders shall have been obtained; 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, (iii) solely in the event of the circumstances described in the immediately preceding clause (a), prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.22, (iiiiv) on the date of such Terminated replacement, the replacement financial institution(s) or other Persons shall pay to such replaced Lender shall have received payment of an amount equal to the applicable outstanding sum of (without duplication) (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of such Lender, (B) an amount equal to all unreimbursed drawings under Letters of Credit that have been funded by such Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees and all other amounts payable owing to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” such Lender pursuant to Section 2.9(b2.9 through the date of replacement, (v) that would otherwise be owed in connection therewith) from on the assignee (to the extent date of such outstanding principalreplacement the Borrower shall pay to such replaced Lender any amounts due and payable to such Lender pursuant to Section 2.19, 2.20 or 2.21, (vi) the replacement financial institution(s) or other Persons shall be Eligible Assignees, (vii) the Borrower replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6(c) (in the case of accrued interest, fees and all other amounts) and (iv) provided that the Borrower shall be liable obligated to such Terminated Lender under Section 2.19 pay the registration and processing fee referred to therein), (as though Section 2.19 were applicableviii) if any Eurodollar Loan owing to such replaced Lender was replaced pursuant to clause (c) above, such replacement financial institution(s) or other Persons shall consent, at the time of such replacement, to each matter in respect of which such replaced Lender had not consented and (ix) any such replacement shall not be purchased other than on the last day deemed to be a waiver of the Interest Period relating thereto; providedany rights that any Loan Party, the Administrative Agent or any other Lender shall have against the replaced Lender. The Borrower may not make such election with respect elect to replace any Terminated Lender pursuant to this Section 2.25 that is also an Issuing Bank Lender unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Creditcancelled. Upon the prepayment payment of all amounts owing to any such Terminated replaced Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if anyin accordance with this Section 2.25, such Terminated replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace with a replacement financial institution any Lender (a) that requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or gives a notice of illegality pursuant to Section 2.202.22, (b) becomes a Defaulting Lender that defaults in its obligation to make Loans hereunder or (c) does not agree that has refused to an amendment, modification, termination, consent to any waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent amendment with respect to any of the provisions hereof as contemplated Loan Document that has been consented to by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b)above, such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.22, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.21 (as though Section 2.19 2.21 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (v) the replacement financial 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 10.6 (provided that the Borrower or the assignee Lender shall be obligated to pay the registration and processing fee referred to therein), (vii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may not make such election with be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, the Borrower and (viii) any such replacement shall have caused each outstanding Letter of Credit issued thereby not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If at any Lender time (a) requests reimbursement for the Borrower becomes obligated to pay additional amounts owing described in subsection 2.16 or 2.17 as a result of any condition described in such subsections or any Lender ceases to make Eurodollar Loans pursuant to Sections 2.14, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20subsection 2.16, (b) any Lender becomes a Defaulting Lender or (c) does not any Lender becomes a “Non-Consenting Lender” (as defined below in this subsection 2.20), then the Borrower may, on ten Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to subsection 10.6(b) all of its rights and obligations under this Agreement to a Lender or 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 the Borrower to find a replacement Lender or other such 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 an amendment, modification, terminationany requested consent, waiver or consent amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 2.20, as the case may be, and (iii) 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 of such additional amounts shall be a condition to the replacement of such Lender. In the event where there is that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a proposed amendmentdeparture or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, modification, termination(y) the consent, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which amendment in question requires the agreement of each Lender, all affected Lenders in accordance with the terms of subsection 10.1 or all the Lenders or all affected Lenders with respect to a certain Class or Classes class of the Loans/Commitments Loans and where the consent (z) Required Lenders, Majority Facility Lenders or more than 50% of the Required class of such Lenders (have agreed to such consent, waiver or the requisite percentage of Lenders under Section 9.1) amendment, then any Lender who does not agree to such consent, waiver or amendment shall have been obtained (any such Lender, be deemed a “Non-Consenting Lender”), then the Borrower may, by giving written notice . The Borrower’s right to the Administrative Agent and any such replace a Defaulting Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party theretosubsection 2.20 is, and each shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Defaulting Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment under this Agreement, at law, in accordance with Section 9.6 on behalf of a Non-Consenting Lender equity, or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6statute.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14, Section 2.16 or 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, 2.19 or (b) becomes is a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is with a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.20 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, Section 2.16 or 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.19, (iiiiv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.18 (as though Section 2.19 2.18 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.16 or 2.17, as the case may not make such election with be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, the Borrower and (ix) any such replacement shall have caused each outstanding Letter of Credit issued thereby not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If any Lender The Borrower shall be permitted to (a) replace any Lender which (i) defaults in its obligation to make Loans hereunder, (ii) is not required to make Eurodollar Loans pursuant to Section 2.22 or (iii) in connection with any proposed amendment, modification, supplement or waiver with respect to any of the provisions of the Loan Documents as contemplated in Section 10.1 where such amendment, modification, supplement or waiver has been approved by the Required Lenders (and, if applicable, the Required Prepayment Lenders and/or Majority Facility Lenders) in accordance with such Section, fails to consent to any such proposed action and (b) replace or remove any Lender which requests reimbursement for amounts owing pursuant to Sections 2.14Section 2.19 or 2.20 and, 2.17 or 2.18 or gives a notice of illegality pursuant if the Borrower elects to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any remove such Lender, a “Non-Consenting terminate such Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its 's Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6Commitment hereunder; provided that (A) (i) such replacement or removal, as the case may be, 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 removal, as the case may be, (iii) prior to any such replacement or removal, as the case may be, pursuant to clause (ab) or (b), above such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced or removed Lender under Section 2.19 (as though Section 2.19 were applicable) 2.21 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; providedthereto and (v) any such replacement or removal, as the Borrower case may be, shall not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by which the Borrower, the Administrative Agent or any other Lender shall have against the replaced or removed Lender, (B) in the case of replacement of a Lender under this Section 2.24, (i) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the assignee and that date of replacement, (ii) the Terminated replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (iii) the replaced Lender required shall be obligated to make such assignment need not replacement in accordance with the provisions of Section 10.6 (provided that no registration and processing fee referred to therein shall be a party theretorequired to be paid in connection therewith), and each (iv) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19 or 2.20, (C) if the Borrower elects to remove a Lender hereby authorizes under clause (b) of this Section 2.24 and directs if such Lender has any Loans outstanding at such time, the consent of the Administrative Agent to execute and deliver such documentation as may the Required Lenders shall be required to give effect to an assignment terminate such Lender's Revolving Credit Commitment and (D) in accordance with Section 9.6 on behalf the case of replacement of a Nonnon-Consenting consenting Lender or Terminated under clause (a)(iii) of this Section 2.24, the Borrower shall replace such Lender and any within 60 days of such documentation so executed by Lender's failure to consent to the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6proposed action.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 2.18 or 2.18 2.19 at a time when the Required Lenders are not requesting reimbursement for substantially similar amounts or gives a notice of illegality pursuant to Section 2.20, 2.21 or (b) becomes defaults in its obligation to make Loans hereunder, with a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.22 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.18 or 2.18 2.19 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.21, (iiiiv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.20 (as though Section 2.19 2.20 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; providedthereto (unless such Lender is a defaulting Lender described in clause (b) above, in which case no such amounts otherwise payable under this clause (v) shall be payable to such Lender), (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.18 or 2.19, as the case may not make such election with be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, the Borrower and (ix) any such replacement shall have caused each outstanding Letter of Credit issued thereby not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If any Lender (a) requests reimbursement for If at any time (i) the Borrowers become obligated to pay additional amounts owing pursuant or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections 2.14, 2.17 or 2.18 any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or gives a notice of illegality pursuant to Section 2.203.04, (bii) any Lender becomes a Defaulting Lender or (ciii) does not agree to an amendment, modification, termination, waiver or consent any Lender becomes a Non-Consenting Lender (as defined below in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by this Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders 3.08) (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lendercollectively, a “Non-Consenting Replaceable Lender”), then the Parent Borrower may, by giving on written notice from the Parent Borrower to the Administrative Agent and any such Lender, either (i) replace such Lender of its election to do so, elect to cause by causing such Lender (a “Terminated Lender”) to (and such Lender hereby irrevocably agreesshall be obligated to) assign pursuant to assign Section 10.07(b) (with the assignment fee to be paid by the Borrowers in such instance unless waived by the Administrative Agent) all of its outstanding Loans rights and its Revolving Credit Commitments, if anyobligations under this Agreement (or, in full 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 Persons permitted Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to become Lenders hereunder pursuant the Borrowers to find a replacement Lender or other such Person or (ii) so long as no Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in accordance with the provisions case of Section 9.6a Lender (other than an L/C Issuer), repay all 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 and (2) in the case of an L/C Issuer, repay all obligations of the Borrowers 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) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of any such replacement of, or termination of Commitments with respect to a Repricing TransactionNon-Consenting Lender such 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, any “prepayment premium” pursuant to Section 2.9(bwaiver or amendment of the Loan Documents and (ii) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of any such replacement as a result of the Borrowers 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. Any Lender being replaced pursuant to this Section 3.08(a) (i) need not be a party to an Assignment and Assumption in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto and (ii) shall deliver any Notes evidencing such Loans to the Borrowers (for return to the Borrower) or the Administrative Agent. 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 Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and all other amountspremiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (ivC) upon such payment and, if so requested by the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced assignee Lender, the assigning Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior deliver to the effectiveness of such election, assignee Lender the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled applicable Note or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance Notes executed by the Borrower, the Administrative Agent assignee Lender shall become a Lender hereunder and the assignee assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and that the Terminated 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 required does not execute and deliver to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs 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 execute such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and deliver delivered such documentation 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 to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.63.06.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder replacement financial institutions or other Persons) that (a) requests reimbursement for amounts owing pursuant to and in accordance with Section 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22, (b) is a Defaulting Lender or (c) does not consent to any proposed amendment, modification, termination, waiver or consent as contemplated by Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(viii), 10.1(a)(ix) or 10.1(a)(x) where the provisions consent of Section 9.6the Required Lenders shall have been obtained; 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, (iii) solely in the event of the circumstances described in the immediately preceding clause (a), prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.22, (iiiiv) on the date of such Terminated replacement, the replacement financial institution(s) or other Persons shall pay to such replaced Lender shall have received payment of an amount equal to the applicable outstanding sum of (without duplication) (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of such Lender, (B) an amount equal to all unreimbursed drawings under Letters of Credit that have been funded by such Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees and all other amounts payable owing to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” such Lender pursuant to Section 2.9(b2.9 through the date of replacement, (v) that would otherwise be owed in connection therewith) from on the assignee (to the extent date of such outstanding principalreplacement the Borrower shall pay to such replaced Lender any amounts due and payable to such Lender pursuant to Section 2.19, 2.20 or 2.21, (vi) the replacement financial institution(s) or other Persons shall be Eligible Assignees, (vii) the Borrower replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6(c) (in the case of accrued interest, fees and all other amounts) and (iv) provided that the Borrower shall be liable obligated to such Terminated Lender under Section 2.19 pay the registration and processing fee referred to therein), (as though Section 2.19 were applicableviii) if any Eurodollar Loan owing to such replaced Lender was replaced pursuant to clause (c) above, such replacement financial institution(s) or other Persons shall be purchased other than on consent, at the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness time of such electionreplacement, the Borrower shall have caused to each outstanding Letter matter in respect of Credit issued thereby to be cancelled or Cash Collateralized with respect to which such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated replaced Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need had not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.consented and

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender which (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 subsection 4.9 or 2.18 or gives a notice of illegality pursuant to Section 2.204.10, (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts under subsection 4.9 or 4.10(a), unless such Lender designates a different lending office before such change in law becomes a Defaulting Lender effective and such alternate lending office obviates the need for the Borrower to make payments of additional amounts under subsection 4.9 or 4.10(a), (c) is affected in the manner described in subsection 4.6(b) or 4.8 and as a result thereof any of the actions described in subsection 4.6 or 4.8, as the case may be, are required to be taken, (d) does not agree consent to an any proposed amendment, supplement, modification, termination, consent or waiver of any provisions of this Agreement or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof other Loan Document as contemplated by Section 9.1the last sentence of subsection 11.1, which requires the agreement or (e) defaults in its obligation to make Loans or issue, or participate in, any Letter of each LenderCredit, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender no Event of Default shall have taken no action under Section 2.21 so as to eliminate occurred and be continuing at the continued need for payment time of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) subsection 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period relating thereto; provided, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, 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 subsection 11.6 (provided that the Borrower may not make or replacement Lender shall be obligated to pay the registration and processing fee referred to therein), (vii) until such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of time as such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 subsection 4.9 or 4.10, as the case -91- 206 may be, and (viii) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by be a waiver of any rights which the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to (a) replace any Lender (ai) which defaults in its obligation to make Loans hereunder, (ii) which is a Defaulting Revolving Credit Lender, (iii) which is not required to make Eurodollar Loans pursuant to Section 2.22 or (iv) in connection with any proposed amendment, modification, supplement or waiver with respect to any of the provisions of the Loan Documents as contemplated in Section 10.1 where such amendment, modification, supplement or waiver has been approved by the Required Lenders (and, if applicable, the Required Prepayment Lenders and/or Majority Facility Lenders) in accordance with such Section, fails to consent to any such proposed action and (b) replace or remove any Lender which requests reimbursement for amounts owing pursuant to Sections 2.14Section 2.19 or 2.20 and, 2.17 or 2.18 or gives a notice of illegality pursuant if the Borrower elects to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any remove such Lender, a “Non-Consenting terminate such Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its ’s Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6Commitment hereunder; provided that (A) (i) such replacement or removal, as the case may be, 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 removal, as the case may be, (iii) prior to any such replacement or removal, as the case may be, pursuant to clause (ab) or (b), above such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced or removed Lender under Section 2.19 (as though Section 2.19 were applicable) 2.21 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; providedthereto and (v) any such replacement or removal, as the Borrower case may be, shall not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by which the Borrower, the Administrative Agent or any other Lender shall have against the replaced or removed Lender, (B) in the case of replacement of a Lender under this Section 2.24, (i) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the assignee and that date of replacement, (ii) the Terminated replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (iii) the replaced Lender required shall be obligated to make such assignment need not replacement in accordance with the provisions of Section 10.6 (provided that no registration and processing fee referred to therein shall be a party theretorequired to be paid in connection therewith), and each (iv) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19 or 2.20, (C) if the Borrower elects to remove a Lender hereby authorizes under clause (b) of this Section 2.24 and directs if such Lender has any Loans outstanding at such time, the consent of the Administrative Agent to execute and deliver such documentation as may the Required Lenders shall be required to give effect to an assignment terminate such Lender’s Revolving Credit Commitment and (D) in accordance with Section 9.6 on behalf the case of replacement of a Nonnon-Consenting consenting Lender or Terminated under clause (a)(iii) of this Section 2.24, the Borrower shall replace such Lender and any within 60 days of such documentation so executed by Lender’s failure to consent to the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6proposed action.

Replacement of Lenders under Certain Circumstances. (%3) If at any time (w) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 as a result of any condition described in such Sections, (x) any Lender becomes a Defaulting Lender, (ay) requests reimbursement for amounts owing pursuant any Lender refuses to Sections 2.14, 2.17 or 2.18 or gives a notice of illegality make any Extension pursuant to Section 2.20, 2.16 or (bz) any Lender becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving on ten (10) Business Days’ prior written notice to the Administrative Agent and any such Lender, (1) terminate the unused Revolving Commitment of such Lender and repay the Loans of its election to do so, elect to cause such Lender (on a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) non-pro rata basis or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii2) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated such Lenders, replace such Lender that is also an Issuing Bank unless(in its capacity as a Lender under the applicable Facility, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect subject to such Letter Extension or if the underlying matter in respect of Credit or the Issuing Bank which such Lender has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of become a Non-Consenting Lender relates to a certain Class of Loans or Terminated Commitments) by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee paid) all of its rights and Obligations under this Agreement (in respect of the applicable Class of Loans or Commitments subject to such Extension or 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 such documentation so executed by 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 be effective for purposes of documenting an assignment pursuant have any obligation to Section 9.6the Borrower to find a replacement Lender or other such Person.

Replacement of Lenders under Certain Circumstances. If The US Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or gives a notice of illegality pursuant to Section 2.202.22, (b) becomes a Defaulting Lender defaults in its obligation to make Loans hereunder or (c) does not agree has refused to an amendment, modification, termination, consent to any waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent amendment with respect to any of the provisions hereof as contemplated Loan Document that requires such Lender’s consent and has been consented to by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such LenderLenders, with a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall exist and be continuing at the time of such replacement, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.22, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the US Borrower or the Canadian Borrower, as applicable, shall be liable to such Terminated replaced Lender under Section 2.19 2.21 (as though Section 2.19 2.21 were applicable) if any Eurodollar Loan BA Loan or BA Equivalent Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the Borrower may replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, each of the US Dual Currency RCF Agent and the Canadian Agent (in the case of the replacement of a Dual Currency RCF Lender), each US Dollar RCF Issuing Lender (in the case of the replacement of a US Dollar RCF Lender) and each Dual Currency RCF Issuing Lender (in the case of the replacement of a Dual Currency RCF Lender), (vii) the replaced Lender shall be obligated to make such election replacement in accordance with the provisions of Section 10.6 (provided that the US Borrower or the Canadian Borrower, as applicable, shall be obligated to pay the registration and processing fee referred to therein), (viii) the US Borrower or the Canadian Borrower, as applicable, shall pay all additional amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, (ix) if applicable, the Borrower replacement financial institution shall have caused each outstanding Letter of Credit issued thereby consent to such amendment or waiver, and (x) any such replacement shall not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the US Borrower, the Administrative Canadian Borrower, any Facility Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If (1) any Lender requests compensation under Section 3.04 or ceases to make Eurodollar RateTerm SOFR Loans as a result of any condition described in Section 3.02 or Section 3.04, (a2) requests reimbursement the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or gives a notice the account of illegality any Lender pursuant to Section 2.203.01 or 3.04, (b3) any Lender is a Non-Consenting Lender or Non-Extended Lender, (4) any Lender becomes a Defaulting Lender or (c5) does not agree any other circumstance exists hereunder that gives the Borrower the right to an amendment, modification, termination, waiver or consent in the event where there is replace a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof Lender as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”)party hereto, then the Borrower may, by giving written at its sole expense and effort, upon notice to such Lender and the Administrative Agent: (a) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07), all of its interests, rights and obligations under this Agreement (or, with respect to clause (3) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver, or amendment, as applicable) and the related Loan Documents to one or more Eligible Assignees that shall assume such obligations (any of which assignee may be another Lender, if a Lender accepts such assignment); provided that: 167 US-DOCS\123992845.16 042525-0274 (i) the Borrower shall have paid to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, the assignment fee specified in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.610.07(b)(iv); provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 3.05 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) 2.18 that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principalprincipal and accrued interest and fees) or the Borrower (in the case of accrued interest, fees and all other amounts); (iii) such Lender being replaced pursuant to this Section 3.07 shall (i) execute and deliver an Assignment and Assumption with respect to all, or a portion, as applicable, of such Lender’s Commitment and outstanding Loans and (ii) deliver any Term Notes evidencing such Loans to the Borrower or Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment and Assumption or deliver such Term Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register and the Term Notes shall be deemed to be canceled upon such failure; (iv) the Borrower Eligible Assignee shall be liable to such Terminated become a Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced hereunder and the assigning Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect cease to any Terminated constitute a Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized hereunder with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it assigned Loans and the Borrower Commitments, except with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender indemnification and the termination of such Terminated Lender’s Revolving Credit Commitmentsconfidentiality provisions under this Agreement, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder which shall survive as to such Terminated assigning Lender. Each party hereto agrees that an ; (v) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (vi) such assignment does not conflict with applicable Laws; (vii) the Borrower, the Lender that acts as Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need cannot be a party thereto, and each Lender hereby authorizes and directs the replaced in its capacity as Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment other than in accordance with Section 9.6 on behalf 9.11, and (viii) in the case of any such assignment from a Lender becoming a Non-Consenting Lender in connection with a Refinancing Amendment, the applicable Eligible Assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable Refinancing Amendment; or Terminated (b) terminate the Commitment of such Lender and any in the case of a Lender, repay all Obligations of the Borrower owing to such documentation so executed Lender relating to the Loans held by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.168 US-DOCS\123992845.16 042525-0274

Replacement of Lenders under Certain Circumstances. If any Lender (a) If at any time (i) any Lender requests reimbursement for amounts owing pursuant to Section 2.13 or 2.15 as a result of any condition described in such Sections 2.14or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described in Section 2.12 or Section 2.13, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (cii) any Lender does not agree consent to an any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which other Loan Document that requires the agreement consent of each Lender, all affected Lenders or all of the Lenders or all affected Lenders with respect to a certain Class or Classes each of the Loans/Commitments Lenders affected thereby and where the consent of that has been approved by the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”)Lenders, then the Borrower may, by giving written at its sole expense and effort, upon notice to such Lender and the Administrative Agent and any Agent, require such Lender of its election to do soassign, elect to cause such Lender without recourse (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with and subject to the provisions of restrictions contained in Section 9.610.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ia) the Borrower shall have received the prior written consent of the Administrative Agent, which consents shall not unreasonably be withheld or delayed, (b) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 andhereunder, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principalprincipal and accrued interest and fees) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivc) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower shall be liable to require such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing assignment cease to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lenderapply. Each party hereto agrees that an assignment required pursuant to this Section 2.23 paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and that Acceptance by reference pursuant to an approved electronic platform as to which the Terminated Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party theretothereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, and each Lender hereby authorizes and directs following the Administrative Agent effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documentation documents necessary to evidence such assignment as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and reasonably requested by the applicable Lender, provided that any such documentation so executed documents shall be without recourse to or warranty by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6parties thereto.

Replacement of Lenders under Certain Circumstances. If any Lender (a) requests reimbursement for If at any time (i) the Borrower becomes obligated to pay additional amounts owing pursuant or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections 2.14, 2.17 or 2.18 any Lender ceases to make SOFR Loans as a result of any condition described in Section 3.03 or gives a notice of illegality pursuant to Section 2.203.04, (bii) any Lender becomes a Defaulting Lender or (ciii) does not agree to an amendment, modification, termination, waiver or consent any Lender becomes a Non-Consenting Lender (as defined below in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by this Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders 3.08) (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lendercollectively, a “Non-Consenting Replaceable Lender”), then the Borrower may, by giving on three Business Days’ prior written notice from the Borrower to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender hereby irrevocably agreesshall be obligated to) assign pursuant to assign Section 10.07(b) (with the processing and recordation fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its outstanding Loans rights and its Revolving Credit Commitments, if anyobligations under this Agreement (or, in full 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 Persons permitted Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to become Lenders hereunder pursuant the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer or prepay the Loans, as the case may be, and (1) in accordance with the provisions case of Section 9.6a Lender (other than an L/C Issuer), repay all Obligations of the 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 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 Cash Collateralize any Letters of Credit issued (or arranged) by it; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of any such replacement of, or termination of Commitments with respect to a Repricing TransactionNon-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other Replaceable Lender) to cause the adoption of the applicable modification, any “prepayment premium” pursuant to Section 2.9(bwaiver or amendment of the Loan Documents and (ii) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (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. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Xxxxxx’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower (for return to the Borrower) or the Administrative Agent. 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 Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and all other amountspremiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (ivC) upon such payment and, if so requested by the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced assignee Lender, the assigning Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior deliver to the effectiveness of such election, assignee Lender the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled applicable Note or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance Notes executed by the Borrower, the Administrative Agent assignee Lender shall become a Lender hereunder and the assignee assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and that the Terminated 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 required does not execute and deliver to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent a duly executed Assignment and Assumption reflecting such 140 replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to execute such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and deliver delivered such documentation 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 to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.63.06.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender (a) that requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 2.13 or 2.18 2.14 (for itself or gives a notice of illegality its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.202.14, (b) becomes that is affected in the manner described in Section 2.12 and as a Defaulting Lender result thereof any of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender, a Downgraded Lender, or a Declining Lender, or (d) that does not agree consent to an amendment, modification, termination, amendment or waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which that requires the agreement consent of each Lender, all affected Lenders or all the Lenders (or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments Lenders) and where the consent of has been approved by the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if anyLenders, in full to one each case, with a replacement bank or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any no Event of Default shall have occurred and be continuing at the time of such replacement pursuant (or, if an Event of Default exists, the Required Lenders consent to clause (a) or (bsuch replacement), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (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 Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period relating thereto; provided, (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 not make include a deemed assignment), (vii) until such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of time as such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by 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 Xxxxxx (a “Removed Lender”). On the date of any such termination, such Removed Lender’s Commitment shall terminate and the assignee and that the Terminated Borrower shall pay all amounts owed to such Removed Lender required hereunder. Upon termination of such Removed Xxxxxx’s Commitment in accordance with this Section 2.17, such Removed Lender shall cease to make such assignment need not be a party theretohereto, and each 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 Xxxxxx’s Commitment. The termination of the Commitment of a Removed Lender hereby authorizes and directs pursuant to this Section 2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the Administrative Agent to execute or any other Lender may have against such Removed Lender or (y) such Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit and deliver such documentation as may Swingline Loans will be required to give effect to an assignment reallocated among the remaining non-Defaulting Lenders in accordance with Section 9.6 on behalf their respective Percentages upon termination of any such Commitment. Notwithstanding the foregoing, no termination of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent Commitment pursuant to this Section 2.17 shall be effective for purposes unless the participating interests in Letters of documenting an assignment pursuant to Section 9.6Credit 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.

Replacement of Lenders under Certain Circumstances. If The Borrower -------------------------------------------------- shall be permitted to replace any Lender which (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 4.11 or 2.18 4.12 or gives a notice of illegality pursuant to Section 2.20, (b) becomes defaults in its obligation ------------ ---- to make Loans hereunder, with a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement financial institution; provided that -------- (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any no Event of Default shall have occurred and be continuing at the time of such replacement pursuant replacement, (iii) with respect to clause (a) or (b)hereof, prior to any such ---------- replacement, such Terminated Lender shall not have taken no action under Section 2.21 so as actions to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 4.11 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.204.12, (iiiiv) the ------------ ---- replacement financial institution shall purchase, at par, all Loans, L/C Obligations, Swingline Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) 4.13 if any Eurodollar Loan owing to such replaced ------------ Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.6 (provided that the Borrower may not make shall be obligated to ------------ -------- pay the registration and processing fee referred to therein), (viii) until such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of time as such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 4.11 or 4.12, as the ------------ ---- case may be, and (ix) in the case of clause (b) above, any such replacement ---------- shall not be effected pursuant deemed to an Assignment and Acceptance executed by be a waiver of any rights which the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or gives a notice of illegality pursuant to Section 2.20, 2.22 or (b) becomes defaults in its obligation to make Loans hereunder, with a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall exist and be continuing at the time of such replacement, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.22, (iiiiv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.21 (as though Section 2.19 2.21 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may not make such election with be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, the Borrower and (ix) any such replacement shall have caused each outstanding Letter of Credit issued thereby not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If at any Lender time (a) requests reimbursement for Borrower becomes obligated to pay additional amounts owing described in SECTION 4.1(a) or SECTION 4.6 as a result of any condition described in such SECTIONS or any Lender ceases to make Eurodollar Borrowings pursuant to Sections 2.14SECTION 4.2(b), 2.17 in any such case where such condition or 2.18 or gives a notice of illegality pursuant circumstance is not applicable to Section 2.20all Lenders, (b) any Lender becomes insolvent and its assets become subject to a Defaulting Lender receiver, liquidator, trustee, custodian, or other Person having similar powers, or (c) does not agree any Lender becomes a Defaulting Lender, then Borrower may, on ten (10) Business Days' prior written notice to an amendmentAdministrative Agent and such Lender, modificationreplace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to SECTION 14.13(b) all of its Rights and obligations under this Agreement to a Lender or other Eligible 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), terminationPROVIDED THAT (i) neither Administrative Agent nor any Lender shall have any obligation to Borrower to find a replacement Lender or other such entity, waiver and (ii) in no event shall the Lender hereby replaced be required to pay or consent in surrender to such replacement Lender or other entity any of the event where there fees received by such 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 replacement of such Lender. Upon the satisfaction of all the foregoing conditions, such Lender that is being replaced shall cease to be a proposed amendment"LENDER" for purposes of this Agreement, modification, termination, waiver or consent PROVIDED THAT Borrower shall continue to be obligated to such Lender under SECTION 12.11 with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) indemnified liabilities arising prior to any such replacement pursuant termination. Borrower's right to clause (a) or (b), such Terminated replace a Defaulting Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party theretoSECTION 3.15 is, and each shall be, in addition to, and not in lieu of, all other rights and remedies available to Borrower against such Defaulting Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender under this Agreement or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6under applicable Law.

Replacement of Lenders under Certain Circumstances. If any Lender (a) requests reimbursement for If at any time (i) the Borrower becomes obligated to pay additional amounts owing pursuant to or indemnity payments described in Sections 2.14, 2.17 3.01 or 2.18 or gives a notice of illegality pursuant to Section 2.20, 3.05 (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans as a result of the provisions hereof any condition described in Sections 3.03 or 3.04, (ii) [reserved] or (iii) any Lender becomes a Non-Consenting Lender (as contemplated by defined below in this Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders 3.08) (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lendercollectively, a “Non-Consenting Replaceable Lender”), then the Borrower may, by giving on three (3) Business Days’ prior written notice from the Borrower to the Administrative Agent and any such Lender, replace such Lender of its election to do so, elect to cause by causing such Lender (a “Terminated Lender”) to (and such Lender hereby irrevocably agreesshall be obligated to) assign pursuant to assign Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its outstanding Loans rights and its Revolving Credit Commitments, if anyobligations under this Agreement (or, in full 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 Persons permitted Eligible Assignees (subject to become Lenders hereunder pursuant the consent of the Administrative Agent to and in accordance with the provisions of extent required by Section 9.610.07); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of any such replacement of a Repricing TransactionNon-Consenting Lender, such replacement shall be sufficient (together with all other consenting Lenders including any “prepayment premium” pursuant other Replaceable Lender) to Section 2.9(bcause the adoption of the applicable modification, waiver or amendment of the Loan Documents and (ii) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Sections 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Sections 3.01 or 3.05, as applicable, in the future . Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and (ii) deliver any Notes evidencing such Loans to the Borrower (for return to the Borrower) or the Administrative Agent. 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 Commitment and outstanding Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and all other amountspremiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (ivC) upon such payment and, if so requested by the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced assignee Lender, the assigning Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior deliver to the effectiveness of such election, assignee Lender the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled applicable Note or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance Notes executed by the Borrower, the Administrative Agent assignee Lender shall become a Lender hereunder and the assignee assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and that the Terminated 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 required does not execute and deliver to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs 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 execute such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and deliver delivered such documentation 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 to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.63.06.

Replacement of Lenders under Certain Circumstances. If (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 2.15 or 2.18 2.16 or gives a notice of illegality pursuant to Section 2.202.18, (bii) becomes is a Defaulting Lender or Lender, (ciii) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then Lender with a replacement financial institution or (iv) declines to participate in an extension of the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder Termination Date as an Extending Lender pursuant to and in accordance with the provisions of Section 9.62.4; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default shall have occurred and be continuing at the time of such replacement, (C) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall not have taken no action under Section 2.21 so as to eliminate 2.19 which has eliminated the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.15 or 2.18 2.16 or to eliminate which has eliminated the illegality referred to in such notice of illegality given pursuant to Section 2.202.18, (iiiD) the replacement financial institution shall purchase, at par (or such Terminated other amount agreed upon by the replacement financial institution and the replaced Lender), all Loans and other amounts owing to such replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivE) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.17 (as though Section 2.19 2.17 were applicable) if any Eurodollar SOFR Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (F) the Borrower may replacement financial institution, if not already a Lender, shall be an Eligible Assignee and be reasonably satisfactory to the Administrative Agent, (G) the replaced Lender shall be obligated to make such election replacement in accordance with respect to any Terminated Lender that is also an Issuing Bank unlessthe provisions of Section 9.6 (provided that, prior to the effectiveness of such electionif applicable, the Borrower shall have caused each outstanding Letter of Credit issued thereby be obligated to be cancelled or Cash Collateralized with respect pay the registration and processing fee referred to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and therein), (H) the Borrower with respect to such Letter of Credit. Upon the prepayment of shall pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be effected pursuant consummated, (I) any such replacement shall not be deemed to an Assignment and Acceptance executed by be a waiver of any rights that the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated replaced Lender and (J) with respect to any such documentation so executed by the Administrative Agent shall be effective replacement for purposes of documenting an assignment pursuant Section 2.4, such replacement Lender shall agree to Section 9.6the terms of such applicable Termination Date Extension Request.

Replacement of Lenders under Certain Circumstances. If Upon the occurrence of any Lender (a) requests reimbursement for amounts owing pursuant event giving rise to Sections 2.14the operations of Section 2.15, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent 11.02 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the provisions hereof as contemplated by Section 9.1other Lenders, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) Borrower shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice right to the Administrative Agent and any such Lender of its election to do so, elect to cause replace such Lender (a “Terminated the "Replaced Lender”") (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to with one or more Persons permitted financial institutions acceptable to the Borrower and the Agent (such consent not to be unreasonably withheld or delayed) that are willing to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; (a "Replacement Lender") provided that (i) such replacement does not conflict with the requirements of any Requirement of LawGovernmental Authority, (ii) no Event of Default or Default shall exist at the date of such replacement, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated the Replaced Lender shall not have taken no any action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14Section 2.15, 2.17 or 2.18 or to eliminate 11.02, as the illegality referred to in such notice of illegality given pursuant to Section 2.20case may be, (iiiiv) such Terminated the Replacement Lender shall have received payment of an amount equal entered into one or more assignment and assumption agreements with the Replaced Lender as contemplated in, and shall otherwise assign its Commitment and outstanding Loans to the applicable outstanding principal Replaced Lender in accordance with, Section 10.02 and, in connection therewith, shall pay to the Replaced Lender as of its Loansthe date of such replacement in respect thereof, accrued interest thereon, accrued fees all Loans (purchased at par) of such Lender and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(baccrued interest and fees) that would otherwise be owed in connection therewith) from the assignee (owing to the extent Replaced Lender on or prior to the date of such outstanding principal) or the Borrower replacement, (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicablev) if any Eurodollar LIBOR Loan owing to such replaced the Replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make shall, concurrently with such election with replacement, pay any amounts payable in respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of thereof under Section 2.19; and (vi) until such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 2.15, 2.17 and 11.02, as the case may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6be.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace with a replacement financial institution any Lender that (a) requests reimbursement compensation for amounts owing pursuant to Sections 2.14, 2.17 Section 2.15 or 2.18 if the Borrower is required to pay any Non-Excluded Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.202.18, (b) becomes defaults in its obligation to make Loans hereunder (or is otherwise a Defaulting Lender Lender) or (c) does not agree refuses to an consent to any amendment, modification, termination, waiver or other modification of any Loan Document requested by the Borrower that requires the consent in the event where there is a proposed of all Lenders and such amendment, modification, termination, waiver or consent with respect other modification is consented to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6Lenders; 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.19 so as to CHAR1\1740645v10 eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.15 or 2.18 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.18, (iiiiv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.17 (as though Section 2.19 2.17 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.15 or 2.16, as the case may not make such election with be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, the Borrower and (ix) any such replacement shall have caused each outstanding Letter of Credit issued thereby not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace with a replacement financial institution any Lender that (a) requests reimbursement compensation for amounts owing pursuant to Sections 2.14, 2.17 Section 2.13 or 2.18 if the Borrower is required to pay any Non-Excluded Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 or gives a notice of illegality pursuant to Section 2.202.16, (b) becomes defaults in its obligation to make Loans hereunder (or is otherwise a Defaulting Lender Lender) or (c) does not agree refuses to an consent to any amendment, modification, termination, waiver or other modification of any Loan Document requested by the Borrower that requires the consent in the event where there is a proposed of all Lenders and such amendment, modification, termination, waiver or consent with respect other modification is consented to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6Lenders; 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.13 or 2.18 2.14 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.16, (iiiiv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.15 (as though Section 2.19 2.15 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.13 or 2.14, as the case may not make such election with be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, the Borrower and (ix) any such replacement shall have caused each outstanding Letter of Credit issued thereby not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder replacement financial institutions or other Persons) that (a) requests reimbursement for amounts owing pursuant to and in accordance with Section 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22, (b) is a Defaulting Lender or (c) does not consent to any proposed amendment, modification, termination, waiver or consent as contemplated by Sections 10.1(a)(i), 10.1(a)(ii), 10.1(a)(viii), 10.1(a)(ix) or 10.1(a)(x) where the provisions consent of Section 9.6the Required Lenders shall have been obtained; 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.22, (iiiiv) on the date of such Terminated replacement, the replacement financial institution(s) or other Persons shall pay to such replaced Lender shall have received payment of an amount equal to the applicable outstanding sum of (without duplication) (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the such Lender, (B) an amount equal to all unreimbursed drawings under Letters of Credit that have been funded by such Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees and all other amounts payable owing to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” such Lender pursuant to Section 2.9(b2.9 through the date of replacement, (v) that would otherwise be owed in connection therewith) from on the assignee (to the extent date of such outstanding principalreplacement the Borrower shall pay to such replaced Lender any amounts due and payable to such Lender pursuant to Section 2.19, 2.20 or 2.21, (vi) the replacement financial institution(s) or other Persons shall be Eligible Assignees, (vii) the Borrower replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6(c) (in the case of accrued interest, fees and all other amounts) and (iv) provided that the Borrower shall be liable obligated to such Terminated Lender under Section 2.19 pay the registration and processing fee referred to therein), (as though Section 2.19 were applicableviii) if any Eurodollar Loan owing to such replaced Lender was replaced pursuant to clause (d) above, such replacement financial institution(s) or other Persons shall consent, at the time of such replacement, to each matter in respect of which such replaced Lender had not consented and (ix) any such replacement shall not be purchased other than on the last day deemed to be a waiver of the Interest Period relating thereto; providedany rights that any Loan Party, the Administrative Agent or any other Lender shall have against the replaced Lender. The Borrower may not make such election with respect elect to replace any Terminated Lender pursuant to this Section 2.25 that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Creditcancelled. Upon the prepayment payment of all amounts owing to any such Terminated replaced Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if anyin accordance with this Section 2.25, such Terminated replaced Lender shall no longer constitute a “"Lender” " for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Replacement of Lenders under Certain Circumstances. If at any Lender time (a) requests reimbursement for the Borrower becomes obligated to pay additional amounts owing described in subsection 2.16 or 2.17 as a result of any condition described in such subsections or any Lender ceases to make Eurodollar Loans pursuant to Sections 2.14, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20subsection 2.16, (b) any Lender becomes insolvent and its assets become subject to a Defaulting Lender receiver, liquidator, trustee, custodian or other Person having similar powers, (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is any Lender becomes a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “"Non-Consenting Lender”)" (as defined below in this subsection 2.20) or (d) any Lender becomes a "Non-Funding Lender", then the Borrower may, by giving on ten Business Days' prior written notice to the Administrative Agent and any such Lender, replace such Lender of its election to do so, elect to cause by causing such Lender (a “Terminated Lender”) to (and such Lender hereby irrevocably agreesshall be obligated to) assign pursuant to assign subsection 10.6(c) all of its rights and obligations under this Agreement to a Lender or 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 its Revolving Credit Commitmentsall 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), if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such replacement does not conflict with any Requirement of Lawentity, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case event of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf replacement of a Non-Consenting Lender or Terminated 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 any such documentation so executed by the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 2.20, as the case may be, and (iii) 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 of such additional amounts shall be effective for purposes a condition to the replacement of documenting an assignment 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 Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of subsection 10.1 or all the Lenders with respect to a certain class of the Loans and (z) Required 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 Borrower's right to replace a Non-Funding Lender pursuant to Section 9.6this subsection 2.20 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Funding Lender under this Agreement, at law, in equity, or by statute.

Replacement of Lenders under Certain Circumstances. If The US Borrower shall be permitted to replace with a financial institution any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 2.15 or 2.18 2.16 or gives a notice of illegality pursuant to Section 2.202.14, (b) becomes a Defaulting Lender defaults in its obligation to make Loans hereunder, or (c) does not agree that has refused to an amendment, modification, termination, consent to any waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent amendment with respect to any of Loan Document that has been consented to by the provisions hereof as contemplated by Section 9.1Super-Majority Lenders, which requires the agreement of each Lenderprovided, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.15 or 2.18 2.16 or to eliminate the such illegality referred to in such notice of illegality given pursuant to Section 2.202.14, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the relevant Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.17 (as though Section 2.19 2.17 were applicable) if any Eurodollar LIBOR Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; , (vi) the replacement financial institution shall be reasonably satisfactory to the applicable Administrative Agent, the applicable Alternate Currency Fronting Lender and each Issuing Bank (such consent not to be unreasonably withheld), (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided, that the US Borrower shall be obligated to pay (or cause to be paid) the registration and processing fee referred to therein), (viii) the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (ix) any such replacement shall not make be deemed to be a waiver of any rights that the relevant Borrower, the applicable Administrative Agent or any other Lender shall have against the replaced Lender and (x) such election replacement Lender shall, with respect to any Terminated Lender that is also an Issuing Bank unlessclause (c) above, prior agree to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect consent to such Letter of Credit amendment or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6waiver.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender which (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 subsection 4.9 or 2.18 or gives a notice of illegality pursuant to Section 2.204.10, (b) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts under subsection 4.9 or 4.10(a), unless such Lender designates a different lending office before such change in law becomes a Defaulting Lender effective and such alternate lending office obviates the need for the Borrower to make payments of additional amounts under subsection 4.9 or 4.10(a), (c) is affected in the manner described in subsection 4.6(b) or 4.8 and as a result thereof any of the actions described in subsection 4.6 or 4.8, as the case may be, are required to be taken, (d) does not agree consent to an any proposed amendment, supplement, modification, termination, consent or waiver of any provisions of this Agreement or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to -93- 100 any of the provisions hereof other Loan Document as contemplated by Section 9.1the last sentence of subsection 12.1, which requires the agreement or (e) defaults in its obligation to make Loans or issue, or participate in, any Letter of each LenderCredit, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender no Event of Default shall have taken no action under Section 2.21 so as to eliminate occurred and be continuing at the continued need for payment time of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) subsection 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period relating thereto; provided, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, 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 subsection 12.6 (provided that the Borrower may not make or replacement Lender shall be obligated to pay the registration and processing fee referred to therein), (vii) until such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of time as such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 subsection 4.9 or 4.10, as the case may be, and (viii) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by be a waiver of any rights which the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If The Borrower may, at its sole expense and effort, upon notice to the applicable Lender and the Administrative Agent, require any Lender (a) that requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 or 2.18 Section 2.15 or gives a notice of illegality pursuant to under Section 2.202.18, (b) becomes with respect to which the Borrower is required to pay any amounts under Sections 2.16 or 2.18, (c) that is a Defaulting Lender or (cd) does not agree that fails to an amendmentapprove any amendment which, modificationpursuant to Section 10.1, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement approval of each Lender or each affected Lender, all affected Lenders or all provided, that such amendment is approved by at least the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such LenderMajority Lenders, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitmentsdelegate, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and without recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 10.7), all of Section 9.6; its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such replacement assignment does not conflict with any Requirement of Law, (ii) prior with respect to any such replacement pursuant to a condition described in clause (a) or (b)) above, such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to assignment will result in a reduction in such notice of illegality given pursuant to Section 2.20compensation or payments thereafter, (iii) the assignee shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent date of such outstanding principal) or the Borrower (in the case of accrued interestassignment, fees and all other amounts) and (iv) except with respect to clause (c) above, the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.17 (as though Section 2.19 2.17 were applicable) if any Eurodollar Loan to the Borrower owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, (v) the Borrower shall have caused each outstanding Letter of Credit issued thereby paid to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and Administrative Agent the assignment fee specified in Section 10.7(b), (vi) the Borrower with respect to such Letter of Credit. Upon the prepayment of shall pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 2.15, 2.16 or 2.18, as the case may be, in respect of any period prior to the date on which such assignment shall be effected pursuant consummated, and (vii) any such assignment shall not be deemed to an Assignment and Acceptance executed by be a waiver of any rights that the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated replaced Lender. A Lender shall not be required to make any such assignment need not be a party or delegation if, prior thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf a result of a Non-Consenting waiver by such Lender or Terminated Lender otherwise, the circumstances entitling the Borrower to require such assignment and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant delegation cease to Section 9.6apply.

Replacement of Lenders under Certain Circumstances. If any Lender Holdings -------------------------------------------------- shall be permitted to (a) replace any Lender that (i) defaults in its obligation to make Loans hereunder, (ii) is not required to make Eurodollar Loans pursuant to Section 7.10 or 7.11, (iii) is not required to issue Acceptances under Section 7.10 (unless such Lender complies with Section 5.13) or (iv) in connection with any proposed amendment, modification, supplement or waiver with respect to any of the provisions of the Loan Documents as contemplated in Section 15.1 where such amendment, modification, supplement or waiver has been approved by the Required Lenders (and, if applicable, the Required Prepayment Lenders and/or Majority Facility Lenders) in accordance with such Section, fails to consent to any such proposed action and (b) replace or remove any Lender that requests reimbursement for amounts owing pursuant to Sections 2.14Section 7.11 or 7.13, 2.17 or 2.18 or gives in each case with a notice of illegality pursuant replacement financial institution and, if the Borrower elects to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any remove such Lender, a “Non-Consenting terminate such Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its 's applicable Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6Commitment hereunder; provided that (i) such replacement or removal 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 removal, (iii) prior to any such replacement or removal pursuant to clause (ab) or (b)above, such Terminated Lender shall have taken no action under Section 2.21 7.15 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14Section 7.11 or 7.13, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the relevant Borrower shall be liable to such Terminated replaced Lender under Section 2.19 7.12 (as though Section 2.19 7.12 were applicable) if any Eurodollar Loan owing to such replaced Lender or Acceptance created by such Lender shall be purchased other than on the last day of the Interest Period or maturity date relating thereto; provided, (v) any such replacement or removal, as the Borrower case may be, shall not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by which the Borrower, the Administrative Agents or any other Lender shall have against the replaced or removed Lender, (vi) in the case of replacement of a Lender under this Sectio n 7.16, the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vii) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the General Administrative Agent, (viii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.6 (provided that no registration and processing fee referred to therein shall be required to be paid in connection therewith), and (ix) the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section 7.11 or 7.13, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated. If the Borrower elects to remove a Lender under clause (b) of this Section 7.16 and if such Lender has any Loans outstanding at such time, the consent of the General Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may Required Lenders shall be required to give effect to an assignment terminate such Lender's Revolving Credit Commitment and in accordance with Section 9.6 on behalf the case of replacement of a Nonnon-Consenting consenting Lender or Terminated under clause (a)(iii) of this Section 7.16, the Borrower shall replace such Lender and any within 120 days of such documentation so executed by Lender's failure to consent to the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6proposed action.

Replacement of Lenders under Certain Circumstances. If The Primary Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14Section 6.12 or 6.13, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.206.15, or (b) becomes defaults in its obligation to make Loans hereunder, with a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement financial institution; provided PROVIDED that (i) such replacement does not conflict with any Requirement of Law, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall not have taken no action all actions under Section 2.21 6.16 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 6.12 or 2.18 6.13 or to eliminate the any illegality referred to described in such a notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and6.15, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) if applicable, the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) if applicable, the Primary Borrower shall be liable to such Terminated replaced Lender under Section 2.19 6.14 (as though Section 2.19 6.14 were applicable) if any Eurodollar Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) if applicable, the Borrower may replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) if applicable, the replaced Lender shall be obligated to make such election replacement in accordance with the provisions of Section 13.6 (PROVIDED that the Primary Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) the Primary Borrower shall pay all additional amounts (if any) required pursuant to Section 6.12 or 6.13, as the case may be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, the Borrower and (ix) any such replacement shall have caused each outstanding Letter of Credit issued thereby not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the any Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14, Section 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree consent to an any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which other Loan Document that requires the agreement consent of each Lender, all affected Lenders or all of the Lenders or all affected Lenders with respect to a certain Class or Classes each of the Loans/Commitments and where Lenders affected thereby (so long as the consent of the Required Lenders (or with the requisite percentage of Lenders under Section 9.1in such definition being deemed to be more than 50% for this purpose) shall have has been obtained (any such Lender, a “Non-Consenting Lender”obtained), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (with a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement lender; 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iiiiv) the replacement lender shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the Borrower may replacement lender, if not make such election already a Lender, shall be reasonably satisfactory to the Administrative Agent and, with respect to the replacement of a Revolving Credit Lender, each Issuing Lender (such consent not to be unreasonably withheld), (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.17 or 2.18, as the case may be, in respect of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness date on which such replacement shall be consummated, (ix) such replacement Lender shall consent to the proposed amendment and (x) any such replacement shall not be deemed to be a waiver of such electionany rights that the Borrower, the Borrower Administrative Agent or any other Lender shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or against the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated replaced Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 paragraph may be effected pursuant to an Assignment and Acceptance Assumption executed by the Borrower, the Administrative Agent and the assignee assignee, and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent thereto in order for such assignment to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6effective.

Replacement of Lenders under Certain Circumstances. If any Lender The -------------------------------------------------- Borrower shall be permitted to (a) replace any Lender which (i) defaults in its obligation to make Loans hereunder, (ii) is not required to make Eurodollar Loans pursuant to Section 2.22 or (iii) in connection with any proposed amendment, modification, supplement or waiver with respect to any of the provisions of the Loan Documents as contemplated in Section 10.1 where such amendment, modification, supplement or waiver has been approved by the Required Lenders (and, if applicable, the Required Prepayment Lenders and/or Majority Facility Lenders) in accordance with such Section, fails to consent to any such proposed action and (b) replace or remove any Lender which requests reimbursement for amounts owing pursuant to Sections 2.14Section 2.19 or 2.20 and, 2.17 or 2.18 or gives a notice of illegality pursuant if the Borrower elects to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any remove such Lender, a “Non-Consenting terminate such Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its 's Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6Commitment hereunder; provided that (A) (i) such replacement or removal, as the -------- case may be, 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 removal, as the case may be, (iii) prior to any such replacement or removal, as the case may be, pursuant to clause (ab) or (b), above such Terminated Lender shall have taken no action under Section 2.21 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.19 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced or removed Lender under Section 2.19 (as though Section 2.19 were applicable) 2.21 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; providedthereto and (v) any such replacement or removal, as the Borrower case may be, shall not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by which the Borrower, the Administrative Agent or any other Lender shall have against the replaced or removed Lender, (B) in the case of replacement of a Lender under this Section 2.24, (i) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the assignee and that date of replacement, (ii) the Terminated replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (iii) the replaced Lender required shall be obligated to make such assignment need not replacement in accordance with the provisions of Section 10.6 (provided that no registration and processing fee referred to therein shall be a party theretorequired to be paid in connection therewith), and each (iv) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19 or 2.20, (C) if the Borrower elects to remove a Lender hereby authorizes under clause (b) of this Section 2.24 and directs if such Lender has any Loans outstanding at such time, the consent of the Administrative Agent to execute and deliver such documentation as may the Required Lenders shall be required to give effect to an assignment terminate such Lender's Revolving Credit Commitment and (D) in accordance with Section 9.6 on behalf the case of replacement of a Nonnon-Consenting consenting Lender or Terminated under clause (a)(iii) of this Section 2.24, the Borrower shall replace such Lender and any within 60 days of such documentation so executed by Lender's failure to consent to the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6proposed action.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 Section 2.15 or 2.18 2.16 or gives a notice of illegality pursuant to Section 2.202.18, (b) becomes a Defaulting Lender or (c) does not agree consent to an any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which other Loan Document that requires the agreement consent of each Lender, all affected Lenders or all of the Lenders or all affected Lenders with respect to a certain Class or Classes each of the Loans/Commitments and where Lenders affected thereby (so long as the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1has been obtained) shall have been obtained (any such Lender, with a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6replacement 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, (iii) prior to any such replacement pursuant to clause (a) or (b)replacement, such Terminated Lender shall have taken no action under Section 2.21 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 Section 2.15 or 2.18 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.18, (iiiiv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (ivv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.17 (as though Section 2.19 2.17 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the replaced Lender shall not be obligated to pay the registration and processing fee referred to therein), (viii) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.15 or 2.16, as the case may not make such election with be, in respect to of any Terminated Lender that is also an Issuing Bank unless, period prior to the effectiveness of date on which such electionreplacement shall be consummated, (ix) if applicable, the Borrower replacement Lender consents to such proposed amendment, supplement, modification, consent or waiver of the Loan Documents and (x) any such replacement shall have caused each outstanding Letter of Credit issued thereby not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make replaced Lender. In connection with any such assignment need resulting from a Lender becoming a Defaulting Lender or a Non-Consenting Lender, if any such Defaulting Lender or Non-Consenting Lender (i) does not be a party thereto, execute and each Lender hereby authorizes and directs deliver to the Administrative Agent a duly executed Assignment and Assumption pursuant to execute Section 10.6(c) reflecting such assignment within five Business Days of the date on which the applicable assignee executes and deliver delivers such documentation as may be required Assignment and Assumption to give effect to an assignment in accordance with Section 9.6 on behalf of a such Defaulting Lender or Non-Consenting Lender or Terminated (ii) delivers to the Administrative Agent a written objection to such assignment within five Business Days of the date on which the applicable assignee executes and delivers such Assignment and Assumption to such Defaulting Lender or Non-Consenting Lender, then such Defaulting Lender or Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such documentation so executed Defaulting Lender or Non-Consenting Lender, whereupon such assignment shall become effective upon payment to such Lender of all amounts owing to such Lender (which amounts shall be calculated by the Administrative Agent and shall be effective for purposes of documenting an assignment conclusive absent manifest error) and compliance with the other applicable requirements pursuant to Section 9.610.6(c).

Replacement of Lenders under Certain Circumstances. If The Company may, at its sole expense and effort, upon notice to the applicable Lender and the Administrative Agent, require any Lender (a) that requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 or 2.18 Section 2.13 or gives a notice of illegality pursuant to under Section 2.202.16, (b) becomes with respect to which any Borrower is required to pay any amounts under Section 2.14, (c) that is a Defaulting Lender or (cd) does not agree that fails to an approve any amendment, modification, termination, waiver or consent in the event where there is a proposed amendmentwhich, modificationpursuant to Section 10.1, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement approval of each Lender or each affected Lender, all affected Lenders or all and which is approved by at least the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such LenderMajority Lenders, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitmentsdelegate, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and without recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, Section 10.7), all of its interests, rights and obligations under this Agreement and the other Loan Documents (other than its existing rights to payments pursuant to Section 9.6; 2.13 or 2.14) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such replacement assignment does not conflict with any Requirement of applicable Law, (ii) prior with respect to any such replacement pursuant to a condition described in clause (a) or (b)) above, such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to assignment will result in a reduction in such notice of illegality given pursuant to Section 2.20compensation or payments thereafter, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its LoansLoans and, if applicable, participations in drawings under Fronted Letters of Credit, accrued interest thereon, accrued facility fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewithSections 2.15, 2.16 and 2.18) from the assignee (to in the extent case of such outstanding principalprincipal and accrued interest and accrued fees) or the Borrower Borrowers (in the case of accrued interest, fees and all other amounts) and ), (iv) the except with respect to clause (c) above, each Borrower shall be liable to such Terminated replaced Lender under Section 2.19 2.15 (as though Section 2.19 2.15 were applicable) if any Eurodollar Loan to such Borrower owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; providedthereto and (v) any such assignment shall not be deemed to be a waiver of any rights that the Borrowers, the Borrower may Administrative Agent or any other Lender shall have against the replaced Lender. A Lender shall not be required to make any such election with respect to any Terminated Lender that is also an Issuing Bank unlessassignment or delegation if, prior to the effectiveness thereto, as a result of a waiver by such electionLender or otherwise, the Borrower shall have caused each outstanding Letter of Credit issued thereby circumstances entitling the Company to be cancelled or Cash Collateralized with respect require such assignment and delegation cease to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lenderapply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.23 2.18 may be effected pursuant to an Assignment and Acceptance Assumption executed by the BorrowerCompany, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment and delegation need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Replacement of Lenders under Certain Circumstances. If any Lender (a) requests shall make a request for reimbursement for amounts owing pursuant to Sections 2.14, 2.17 2.13 or 2.18 2.14 (for itself or gives a notice of illegality its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.202.14, (b) becomes a Defaulting Lender or shall deliver any notice to the Borrower and Administrative Agent pursuant to Section 2.12(a), (c) does not agree consent to an amendment, modification, termination, amendment or waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which that requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of all Lenders and has been approved by the Required Lenders or (d) is a Defaulting Lender or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such a Downgraded Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any may require such Lender to assign and delegate, without recourse, all of its election interests, rights and obligations under this Agreement and the other Loan Documents to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one replacement bank or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any no Event of Default shall have occurred and be continuing at the time of such replacement pursuant (or, if a Default or Event of Default exists, the Required Lenders consent to clause (a) or (bsuch replacement), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) the Borrower shall repay, without duplication, all Loans, Swingline Loans, Swingline Participation Amounts and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period relating thereto; provided, (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 may not make or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein), (vii) until such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of time as such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by be a waiver of any rights which the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If any Lender (a) requests reimbursement for If at any time (i) the Borrower becomes obligated to pay Indemnified Taxes, additional amounts owing pursuant or indemnity payments described in Section 3.01 or 3.05 as a result of any condition described in such Sections or any Lender ceases to Sections 2.14, 2.17 make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 2.18 or gives a notice of illegality pursuant to Section 2.203.04, (bii) any Lender becomes a Defaulting Lender or (ciii) does not agree to an amendment, modification, termination, waiver or consent any Lender becomes a Non-Consenting Lender (as defined below in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by this Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders 3.08) (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lendercollectively, a “Non-Consenting Replaceable Lender”), then the Borrower may, by giving on one Business Day’s prior written notice from the Borrower to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to Lenders for consent), either (x) replace such Lender by causing such Lender to (and such Lender hereby irrevocably agreesshall be obligated to) assign pursuant to assign Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its outstanding Loans rights and its Revolving Credit Commitments, if anyobligations under this Agreement (or, in full 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 Persons permitted Eligible Assignees; provided that none of the Administrative Agent or any Lender shall have any obligation to become Lenders hereunder pursuant the Borrower to find a replacement Lender or other such Person or (y) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer or prepay the Loans, as the case may be, and (1) in accordance with the provisions case of Section 9.6a Lender (other than an L/C Issuer), repay all Obligations of the 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 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) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of any such replacement of, or termination of Commitments with respect to a Repricing TransactionNon-Consenting Lender such 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, any “prepayment premium” pursuant to Section 2.9(bwaiver or amendment of the Loan Documents and (ii) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of any such replacement as a result of 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. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). 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 Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and all other amountspremiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (ivC) upon such payment and, if so requested by the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced assignee Lender, the assigning Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior deliver to the effectiveness of such election, assignee Lender the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled applicable Note or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance Notes executed by the Borrower, the Administrative Agent assignee Lender shall become a Lender hereunder and the assignee assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and that the Terminated 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 required does not execute and deliver to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs 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 execute such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and deliver delivered such documentation 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 to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.63.06.

Replacement of Lenders under Certain Circumstances. If (a) The Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Sections 2.14Section 2.10, 2.17 3.5 or 2.18 or gives a notice of illegality pursuant to Section 2.205.4, (bii) is affected in the manner described in Section 2.10(a)(iii). and as a result thereof any of the actions described in such Section is required to be taken, (iii) becomes a Defaulting Lender or Lender, (civ) does not agree consent to an amendment, modification, termination, any waiver or consent in amendment desired by the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where Borrower requiring the consent of all Lenders, all Lenders directly affected thereby or the Required Lenders (or so long as the requisite percentage of Majority Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”consented thereto), then the Borrower mayor (v) has failed to fund Loans, by giving written notice participations in Letters of Credit or has made a notification or public statement that it does not intend or expect to comply with its funding obligations hereunder, in each case as a result of its determination that a condition precedent to funding has not or cannot be satisfied pursuant to the Administrative Agent and any such definition of “Lender of its election to do soDefault”, elect to cause such Lender (in each case, with a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitmentsreplacement bank, lending institution or other financial institution, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) prior to no Event of Default under Section 11.1 shall have occurred and be continuing at the time of such replacement, (C) the replacement bank or institution shall purchase, at par, all Loans and the Borrower shall pay all other amounts (other than any such replacement pursuant to clause (a) or (bdisputed amounts), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.202.10, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans3.5 or 5.4, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in as the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise may be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender before the date of replacement, (D) the replacement bank or institution shall be purchased other than on subject to the last day consent of the Interest Period relating thereto; providedAgent, and the Borrower may not Letter of Credit Issuers (to the extent the consent of such Person would be required if an assignment were being made to such replacement bank or institution under Section 13.6(b)), (E) the replaced Lender shall be obligated to make such election replacement in accordance with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness provisions of such election, Section 13.6(b) (but the Borrower shall have caused each outstanding Letter of Credit issued thereby be obligated to pay the registration and processing fee referred to therein), and (F) any such replacement shall not be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Xxxxxx.

Replacement of Lenders under Certain Circumstances. If IBM shall be permitted to replace any Lender which (a) requests reimbursement for amounts owing pursuant to Sections 2.14, Section 2.17 or 2.18 or gives a notice of illegality pursuant (other than with respect to Section 2.20Index Rate Competitive Loans), (b) becomes is affected in the manner described in Section 2.16 (other than with respect to Index Rate Competitive Loans) and as a Defaulting Lender or result thereof any of the actions described in said Section is required to be taken, (c) does not agree defaults in its obligation to an amendment, modification, termination, waiver make Revolving Credit Loans or Swing Line Loans hereunder or (d) fails to consent in the event where there is a to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the provisions hereof as contemplated by Section 9.1Lenders, which requires the agreement approval of each Lender, all affected Lenders or all of the Lenders affected thereby or all affected Lenders the approval of a class of Lenders, in each case in accordance with respect to a certain Class or Classes the terms of the Loans/Commitments and where Section 11.1, so long as the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any with respect to such Lenderamendment, modification, termination, waiver or consent, with a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one replacement bank or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement pursuant to clause (a) or (b), such Terminated Lender no Event of Default shall have taken no action under Section 2.21 so as to eliminate occurred and be continuing at the continued need for payment time of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20replacement, (iii) IBM shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower IBM shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period relating thereto; providedthereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the Borrower may replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such election replacement in accordance with respect the provisions of Section 11.8 (provided that IBM shall be obligated to any Terminated Lender that is also an Issuing Bank unlesspay the registration and processing fee referred to therein), prior to the effectiveness of (vii) until such electiontime as such replacement shall be consummated, the Borrower IBM shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by the Borrowerbe a waiver of any rights which IBM, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.

Replacement of Lenders under Certain Circumstances. If The Borrower shall be permitted to replace any Lender (a) that requests reimbursement for amounts owing pursuant to Sections 2.14, 2.17 2.13 or 2.18 2.14 (for itself or gives a notice of illegality its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.202.14, (b) becomes that is affected in the manner described in Section 2.12 and as a Defaulting Lender result thereof any of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender, a Downgraded Lender, or a Declining Lender, or (d) that does not agree consent to an amendment, modification, termination, amendment or waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which that requires the agreement consent of each Lender, all affected Lenders or all the Lenders (or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments Lenders) and where the consent of has been approved by the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if anyLenders, in full to one each case, with a replacement bank or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any no Event of Default shall have occurred and be continuing at the time of such replacement pursuant (or, if an Event of Default exists, the Required Lenders consent to clause (a) or (bsuch replacement), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) the Borrower shall 509265-1292-17123-Active.40387902.9 ​ repay (or the replacement bank or institution shall purchase, at par), without duplication, all Loans, participations in LC Disbursements and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) 2.15 if any Eurodollar outstanding Term Benchmark Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period relating thereto; provided, (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 not make include a deemed assignment), (vii) until such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of time as such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by 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 Xxxxxx (a “Removed Lender”). On the date of any such termination, such Removed Lender’s Commitment shall terminate and the assignee and that the Terminated Borrower shall pay all amounts owed to such Removed Lender required hereunder. Upon termination of such Removed Xxxxxx’s Commitment in accordance with this Section 2.17, such Removed Lender shall cease to make such assignment need not be a party theretohereto, and each upon such termination of such Removed Lender’s Commitment in accordance with this Section 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 hereby authorizes and directs pursuant to this Section 2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the Administrative Agent to execute and deliver or any other Lender may have against such documentation as Removed Lender or (y) such Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit will be required to give effect to an assignment reallocated among the remaining non-Defaulting Lenders in accordance with Section 9.6 on behalf their respective Percentages upon termination of any such Commitment. Notwithstanding the foregoing, no termination of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent Commitment pursuant to this Section 2.17 shall be effective for purposes unless the participating interests in Letters of documenting an assignment pursuant to Section 9.6Credit are so reallocated or the Issuing Lenders are otherwise satisfied the existing and future LC Exposure will be covered by the Commitments of the remaining non-Defaulting Lenders and/or cash collateralized by the Borrower.

Replacement of Lenders under Certain Circumstances. If at any Lender time (a) requests reimbursement for the Borrower becomes obligated to pay additional amounts owing described in subsections 2.17, 2.18 or 2.19 as a result of any condition described in such subsections or any Lender ceases to make Eurodollar Loans pursuant to Sections 2.14, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20subsection 2.15, (b) any Lender becomes insolvent and its assets become subject to a Defaulting Lender receiver, liquidator, trustee, custodian or other Person having similar powers or (c) does not agree any Lender fails to an amendment, modification, termination, waiver or consent in the event where there is make a proposed amendment, modification, termination, waiver or consent with respect Revolving Credit Loan required to any of the provisions hereof as contemplated be made by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such Lender, a “Non-Consenting Lender”)it hereunder, then the Borrower may, by giving on ten Business Days' prior written notice to the Administrative Agent and any such Lender, replace such Lender of its election to do so, elect to cause by causing such Lender (a “Terminated Lender”) to (and such Lender hereby irrevocably agreesshall) assign pursuant to assign subsection 10.6(c) all of its rights and obligations under this Agreement to a Lender or other entity selected by the Borrower and reasonably acceptable to the Administrative Agent so long as the Assignor receives an amount equal to the outstanding principal amount of such Lender's Loans and its Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders all accrued interest and fees and other amounts payable hereunder pursuant to and in accordance with the provisions (including amounts payable under Subsection 2.19 as though such Loans were being paid instead of Section 9.6being purchased); provided that (i) such replacement does not conflict with any Requirement of Lawthe Borrower shall have no right to replace the Administrative Agent, (ii) prior neither the Administrative Agent nor any Lender shall have any obligation to any the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) or (b)of this subsection 2.21, in order for the Borrower to be entitled to replace such a Lender, such Terminated replacement must take place no later than 30 days after the Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for demanded payment of additional amounts owing under one of the subsections described in clause (a) of this subsection 2.21, as the case may be, and (iv) 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 Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in this Agreement. In the case of a Repricing Transaction, any “prepayment premium” replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to Section 2.9(bclause (a) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated Lender under Section 2.19 (as though Section 2.19 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such electionthis subsection 2.21, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect pay such additional amounts to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory Lender prior to it such Lender being replaced and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination payment of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender additional amounts shall no longer constitute be a “Lender” for purposes hereof; provided, any rights condition to the replacement of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

Replacement of Lenders under Certain Circumstances. If any Lender Holdings -------------------------------------------------- shall be permitted to (a) replace any Lender that (i) defaults in its obligation to make Loans hereunder, (ii) is not required to make Eurodollar Loans pursuant to Section 7.10 or 7.11, (iii) is not required to issue Acceptances under Section 7.10 (unless such Lender complies with Section 5.13) or (iv) in connection with any proposed amendment, modification, supplement or waiver with respect to any of the provisions of the Loan Documents as contemplated in Section 15.1 where such amendment, modification, supplement or waiver has been approved by the Required Lenders (and, if applicable, the Required Prepayment Lenders and/or Majority Facility Lenders) in accordance with such Section, fails to consent to any such proposed action and (b) replace or remove any Lender that requests reimbursement for amounts owing pursuant to Sections 2.14Section 7.11 or 7.13, 2.17 or 2.18 or gives in each case with a notice of illegality pursuant replacement financial institution and, if the Borrower elects to Section 2.20, (b) becomes a Defaulting Lender or (c) does not agree to an amendment, modification, termination, waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of the Required Lenders (or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any remove such Lender, a “Non-Consenting terminate such Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any such Lender of its election to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its 's applicable Revolving Credit Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6Commitment hereunder; provided that (i) such replacement or removal 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 removal, (iii) prior to any such replacement or removal pursuant to clause (ab) or (b)above, such Terminated Lender shall have taken no action under Section 2.21 7.15 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14Section 7.11 or 7.13, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) such Terminated Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the relevant Borrower shall be liable to such Terminated replaced Lender under Section 2.19 7.12 (as though Section 2.19 7.12 were applicable) if any Eurodollar Loan owing to such replaced Lender or Acceptance created by such Lender shall be purchased other than on the last day of the Interest Period or maturity date relating thereto; provided, (v) any such replacement or removal, as the Borrower case may be, shall not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby be deemed to be cancelled or Cash Collateralized with respect to such Letter a waiver of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment required pursuant to this Section 2.23 may be effected pursuant to an Assignment and Acceptance executed by which the Borrower, the Administrative Agents or any other Lender shall have against the replaced or removed Lender, (vi) in the case of replacement of a Lender under this Section 7.16, the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vii) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the General Administrative Agent, (viii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.6 (provided that no registration and processing fee referred to therein shall be required to be paid in connection therewith), and (ix) the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section 7.11 or 7.13, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated. If the Borrower elects to remove a Lender under clause (b) of this Section 7.16 and if such Lender has any Loans outstanding at such time, the consent of the General Administrative Agent and the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may Required Lenders shall be required to give effect to an assignment terminate such Lender's Revolving Credit Commitment and in accordance with Section 9.6 on behalf the case of replacement of a Nonnon-Consenting consenting Lender or Terminated under clause (a)(iii) of this Section 7.16, the Borrower shall replace such Lender and any within 120 days of such documentation so executed by Lender's failure to consent to the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6proposed action.

Replacement of Lenders under Certain Circumstances. If any Lender (a) requests shall make a request for reimbursement for amounts owing pursuant to Sections 2.14, 2.17 2.13 or 2.18 2.14(a) (for itself or gives a notice of illegality its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.202.14(a), (b) becomes a Defaulting Lender or shall deliver any notice to the Borrower and Administrative Agent pursuant to Section 2.12(a), (c) does not agree consent to an amendment, modification, termination, amendment or waiver or consent in the event where there is a proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1, which that requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and where the consent of all Lenders and has been approved by the Required Lenders or (d) is a Defaulting Lender or the requisite percentage of Lenders under Section 9.1) shall have been obtained (any such a Downgraded Lender, a “Non-Consenting Lender”), then the Borrower may, by giving written notice to the Administrative Agent and any may require such Lender to assign and delegate, without recourse, all of its election interests, rights and obligations under this Agreement and the other Loan Documents to do so, elect to cause such Lender (a “Terminated Lender”) (and such Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Credit Commitments, if any, in full to one replacement bank or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any no Event of Default shall have occurred and be continuing at the time of such replacement pursuant (or, if a Default or Event of Default exists, the Required Lenders consent to clause (a) or (bsuch replacement), such Terminated Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (iii) the Borrower shall repay, without duplication, all Loans, participations in Unreimbursed Amounts, participating interests in Swingline Loans, Swingline Participation Amounts and other amounts owing to such Terminated replaced Lender shall have received payment of an amount equal on or prior to the applicable outstanding principal date of its Loansreplacement, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.19 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.9(b) that would otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal) or the Borrower (in the case of accrued interest, fees and all other amounts) and (iv) the Borrower shall be liable to such Terminated replaced Lender under Section 2.19 (as though Section 2.19 were applicable) 2.15 if any outstanding Eurodollar Loan owing to such replaced Lender shall be purchased prepaid (or purchased) other than on the last day of the Interest Period relating thereto; provided, (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 9.69.6(e) (provided that the Borrower may not make or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein), (vii) until such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of time as such electionreplacement shall be consummated, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of pay all additional amounts owing to any such Terminated Lender and the termination of such Terminated Lender’s Revolving Credit Commitments, (if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that an assignment ) required pursuant to this Section 2.23 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be effected pursuant deemed to an Assignment and Acceptance executed by be a waiver of any rights which the Borrower, the Administrative Agent and or any other Lender shall have against the assignee and that the Terminated Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6replaced Lender.