Common use of Replacement of Lenders Clause in Contracts

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (x) any Lender is owed increased costs under Section 3.6(a)(ii) or (iii) or Section 3.6(c) or Section 4.6(b) or (c) materially in excess of those to the other Lenders or (y) as provided in the last sentence of Section 12.1(a) or in Section 12.1(b) any Lender refuses to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement, Company shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignee or Eligible Assignees (collectively, the “Replacement Lender”) acceptable to Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender requests compensation under Section 3.04shall enter into one or more assignment agreements, in form and substance satisfactory to Administrative Agent, pursuant to which the Replacement Lender shall acquire all outstanding Loans and all outstanding L/C Participations in the Letter of Credit of the Replaced Lender (or, at the option of Company if the respective Lender’s consent is required with respect to less than all the Facilities, to replace only the respective Loans and L/C Participations of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent), (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Company shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b12.8, and (iii) all obligations of all Credit Parties owing to the Replaced Lender (unless including, without limitation, such fee increased costs and excluding those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall have been waived be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i), (ii) and (iii) above and, if so requested by the Administrative Agent in Replacement Lender, delivery to the Administrative Agent’s sole discretion); (b) such Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of become a Lender is being made pursuant hereunder and, unless the Replaced Lender continues to subsection (iv) abovehave outstanding Term Loans hereunder, the replacement Replaced Lender shall have consented cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such requested amendmentReplaced Lender. A The Pre-Funded L/C Deposit funded by any Pre-Funded L/C Lender shall not be required released in connection with any assignment, but shall instead be purchased by the relevant assignee and continued to make any be held by Deposit Bank for application (if not already applied) pursuant to Section 2.1(b)(vi) in respect of such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower assignee’s obligations assigned to require such assignment and delegation cease to applyit.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.042.12, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.15, (iii) or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the if Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersexercises its replacement rights under Section 10.02(d), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.04), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower shall have paid to the Administrative Agent shall have been paid the assignment processing and recordation fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion10.04(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) 2.13), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.12 or payments required to be made pursuant to Section 3.012.15, such assignment will result in a reduction in such compensation or payments thereafter;; and (div) such assignment does not conflict with applicable Laws; and (e) if the replacement Requirements of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentLaw. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as with respect to an exercise by Borrower of its rights under this Section 2.16(b) resulting from a result of a waiver claim for compensation by such Lender under Section 2.12, such Lender withdraws or otherwise, waives such claim within 10 Business Days of such Lender’s receipt of the circumstances entitling the Borrower notice to require such assignment and delegation cease Lender of Borrower’s intent to applyexercise of its rights under this Section 2.16(b) referred to above.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.043.1, Section 3.2 or Section 3.7 (ii) only to the extent that such Lender’s request for compensation is in respect of Indemnified Taxes and is materially greater than requests made by other similarly situated Lenders under Section 3.7), or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts in respect of any Indemnified Taxes to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.7, (iiior if a Lender gives notice of illegality pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20(a) or Section 3.5, as the case may be, or if any Lender is a Defaulting Lender, a Non-Consenting Lender or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Declining Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0613.2), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 3.1 or Section 3.7) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)13.3; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.053.6) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.1 or payments required to be made pursuant to Section 3.013.7, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with Applicable Law; (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Lawsassignee shall have consented to the applicable amendment, waiver or consent; and (evi) if in the replacement case of an assignment by a Lender is being made pursuant to subsection (iv) aboveDeclining Lender, the replacement Lender applicable assignee shall have consented agree at the time of such assignment to such requested amendmentthe extension to the new Revolving Credit Facility Termination Date with respect to the applicable Revolving Credit Facility or the new maturity date with respect to the applicable Series of Incremental Term Loans, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Administrative Agent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) or if any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by if the Borrower which requires exercises its right to replace non-consenting Lenders pursuant to Section 10.01, or if any other circumstance exists hereunder that gives the consent of all Lenders (or all of Borrower the Lenders affected thereby) and which is consented right to by the Required Lendersreplace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if In the replacement of a event that such Lender is being made pursuant to subsection (iv) abovea L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Maturity Date, the replacement Lender Borrower shall have consented cash collateralize such Letter of Credit upon terms reasonably satisfactory to such requested amendmentL/C Issuer to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ix) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required Borrowers are entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.013.06, (iiiy) if any Lender is a Defaulting Lender, Lender or a Non-Consenting Lender or (ivz) any Lender fails is prohibited under applicable Law or shall not be licensed to consent make Loans or otherwise extend credit to any amendment to this Agreement an Applicant Borrower as requested by the provided in Section 2.14(a) (provided that such Applicant Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to otherwise approved by the Required Revolving Credit Lenders), then the Borrower Borrowers may, at its their sole expense and effort, upon notice by the Company to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of an assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting LenderNon-Extending Lender for any extension of the Maturity Date, or (iv) any Lender fails to is a “Defaulting Lender”, (v) any Lender does not consent to any an amendment to this Agreement as requested by the definition of Designated Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is Jurisdiction that has been consented to by the Required Lenders, then (vi) any Lender is a Protesting Lender under Section 2.16 or (vii) any other circumstance exists hereunder that gives any Borrower the right to replace a Lender as a party hereto, then, subject to Section 3.06(b), such Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Company shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts); (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) in the case of any such assignment does not conflict with resulting from clause (v) above, the applicable Laws; andassignee shall have consented to the proposed amendment; (e) if in the replacement case of a Lender is being made pursuant to subsection any such assignment resulting from clause (ivvi) above, the replacement Lender such assignee shall have consented to such requested amendment. A Lender shall not be required make Loans to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyapplicable Designated Foreign Borrower.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.043.04 or delivers a notice pursuant to Section 3.02, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment or waiver to this Agreement as requested by the Borrower which requires the consent of all the Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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, provided however, that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have has been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable LawsApplicable Law; and (e) if the replacement of a Lender is being made pursuant to subsection subclause (iv) above, the replacement Lender financial institution shall have consented consent to such the requested amendmentamendment or waiver. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not accept an Extension Offer pursuant to Section 2.17 or does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), (iv) a Lender does not consent to a proposed Designated Borrower pursuant to Section 2.14, (v) a Lender does not approve another Alternative Currency requested by the Company or (vi) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Company shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Lawslaws; and (e) if in the replacement case of any such assignment resulting from a Lender is being made pursuant Non-Consenting Lender’s failure to subsection consent to a proposed change, waiver, discharge or termination with respect to any Loan Document under subclause (iviii) above, the applicable replacement bank, financial institution or fund consents to the proposed change, waiver, discharge or termination; provided, further, that the failure by such Lender to execute and deliver an Assignment and Assumption shall have consented not impair the validity of the removal of such Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations pursuant to this Section 11.13 shall nevertheless be effective without the execution by such requested amendmentLender of an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender is a Defaulting LenderLoan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (ii) a Lender gives any notice under Section 3.02, (iii) if any Lender fails to consent to a proposed consent, amendment or waiver that requires consent of all the Lenders or all the affected Lenders and with respect to which Required Lenders shall have granted their consent, so long as a result of the replacement of such Lender, the consent of all Lenders or all affected Lenders would be obtained, (iv) any Lender is a Defaulting Lender, or (ivv) any Lender fails to consent to any amendment to this Agreement as requested by other circumstance exists hereunder that gives the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented right to by the Required Lendersreplace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.043.1, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.2, (iiior if any Lender suspends making or continuing LIBOR Rate Loans pursuant to Section 3.3 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.6(a) above or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.7), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 3.1 or 3.2) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower or applicable assignee shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)11.7; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.053.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.1 or payments required to be made pursuant to Section 3.013.2, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable LawsLaw; and (ev) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender is a Defaulting LenderLoan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.043.1, Section 3.2 or Section 3.7 (ii) only to the extent that such Lender’s request for compensation is in respect of Indemnified Taxes and is materially greater than requests made by other similarly situated Lenders under Section 3.7), or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts in respect of any Indemnified Taxes to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.7, (iiior if a Lender gives notice of illegality pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 2.20(a) or Section 3.5, as the case may be, or if any Lender is a Defaulting Lender, a Non-Consenting Lender or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Declining Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0613.2), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 3.1 or Section 3.7) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)13.3; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.053.6) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.1 or payments required to be made pursuant to Section 3.013.7, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with Applicable Law; (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Lawsassignee shall have consented to the applicable amendment, waiver or consent; and (evi) if in the replacement case of an assignment by a Lender is being made pursuant to subsection (iv) aboveDeclining Lender, the replacement Lender applicable assignee shall have consented agree at the time of such assignment to such requested amendmentthe extension to the new Termination Date, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Administrative Agent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower Company is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.01, (iii) 3.06 or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such assignment fee shall have been is waived by the Administrative Agent in the Administrative Agent’s its sole discretiondiscretion pursuant to Section 10.06(b)(iv); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of an assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 10.01 but requires the unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), (iv) any Lender is a Defaulting Lender or Non-Accepting Lender, or (ivv) any Lender fails delivers a notice pursuant to consent to any amendment to this Agreement as requested by Section 3.02 (each Lender described in the Borrower which requires the consent of all Lenders foregoing clauses (or all of the Lenders affected therebyi) and which is consented to by the Required Lendersthrough (v), a “Replaced Lender”), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Replaced Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Replaced Lender is being made and the mandatory assignment of such Replaced Lender’s Commitments and outstanding Loans pursuant to subsection (iv) above, this Section 10.13 shall nevertheless be effective without the replacement execution by such Replaced Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender becomes unable to make or maintain LIBOR Rate Loans under Section 4.8(b), requests compensation under Section 3.044.10, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.014.12, (iii) or if any Lender is a Defaulting Lender hereunder or becomes a Non-Consenting Lender, or (iv) if any Lender fails is unable, on the date required by Section 11.21(a) or (b) to consent to make any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (declaration or all of the Lenders affected thereby) and which is consented to by the Required Lendersrepresentation required therein, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.9), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)11.9; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.054.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 4.10 or payments required to be made pursuant to Section 3.014.12, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable LawsApplicable Law; and (ev) if in the replacement case of any such assignment with respect to a Non-Consenting Lender is being made pursuant to subsection Section 4.13(b), (ivA) abovesuch assignment shall be permitted hereunder only if no Event of Default has occurred and is continuing at the time of such proposed assignment and (B) each assignee shall consent, at the replacement time of such assignment, to each matter in respect of which such assignor Lender shall have consented to such requested amendmentwas a Non-Consenting Lender. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.043.4, (ii) or if the Parent Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.1, (iii) and in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.6(a), if any Lender is a Non-Consenting Lender or a Defaulting Lender, or (iv) if any other circumstance exists hereunder that gives the Parent Borrower the right to replace a Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa party hereto, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.6), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Parent Borrower shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion10.6(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.053.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent Borrower or applicable Designated Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.4 or payments required to be made pursuant to Section 3.013.1, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) in connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of a the date on which the assignee Lender is being made pursuant executes and delivers such Assignment and Assumption to subsection (iv) abovesuch Non-Consenting Lender or Defaulting Lender, the replacement then such Non-Consenting Lender or Defaulting Lender shall be deemed to have consented to executed and delivered such requested amendmentAssignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender Credit Party (or its holding company, if any) requests compensation under Section 3.04, 3.5(a) or (iib) or if the Borrower is required to pay any an additional amount to any Lender Credit Party or any Governmental Authority Body for the account of any Lender Credit Party pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender3.6 in an aggregate amount in excess of $50,000, or (ivii) any Lender fails Credit Party shall give any notice to consent to any amendment to this Agreement as requested by the Borrower which requires or the consent Administrative Agent pursuant to Section 3.5(c), then, in each such case, provided that no Default shall then exist and be continuing, during the 90 day period after the receipt of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenderssuch request, then the Borrower may, at its sole cost, expense and efforteffort may, upon notice to such Lender the Administrative Agent and the Administrative AgentLetter of Credit Issuer, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.06), 11.5) all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations any other Lender (which assignee may be another Lender, if a Lender accepts such assignmentor affiliate thereof), provided that: (a) or any other Eligible Institution identified by the Borrower shall have paid if such other Lender (or affiliate thereof) or such Eligible Institution agrees to assume all of the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) obligations of such Lender shall have received payment of an amount for consideration equal to the outstanding principal amount of its Loanssuch Lender's Loans and all unreimbursed sums paid by such Lender under Section 2.6, accrued together with interest thereon, accrued fees thereon to the date of such transfer and all other amounts payable to it hereunder and under the other Loan Documents to such Lender on or prior to the date of such transfer (including any fees accrued hereunder and any amounts which would be payable under Section 3.05) from 3.4 as if all of such Lender's Loans were being prepaid in full on such date). In the assignee (event of a transfer to any other Eligible Institution, subject to the extent satisfaction of the conditions of Section 11.5, such outstanding principal and accrued interest and fees) or Eligible Institution shall be a "Lender" for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6(b), 11.1(a) and 11.4 (in the case of all other amounts); (c) in the case without duplication of any payments made to such assignment resulting from a claim Lender by the Borrower or such other Eligible Institution) shall survive for compensation the benefit of any Lender replaced under this Section 3.04 or payments required with respect to be made the time prior to such replacement. In connection with any transfer pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) abovethis subsection, the replacement Lender Borrower shall have consented be obligated to such requested amendment. A Lender shall not be required pay the assignment fee referred to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyin Section 11.5(b).

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 10.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bB) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (cC) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable Laws; and (eE) if in the replacement case of any such assignment resulting from a Non-Consenting Lender's failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender is being made to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender's Commitments and outstanding Loans and participations in L/C Obligations pursuant to subsection (iv) above, this Section 10.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If In the event (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is becomes a Defaulting Lender, or (iv) any Lender fails refuses to consent to any amendment to amendment, waiver or other modification of this Agreement as or any other Loan Document requested by the Borrower which a Loan Party that requires the consent of all Lenders (or all a greater percentage of the Lenders affected thereby) than the Required Lenders and which such amendment, waiver or other modification is consented to by the Required Lenders, or (v) any other circumstance exists hereunder that gives a Loan Party the right to replace a Lender as a party hereto, then the Borrower any Loan Party may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall will have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall will have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall will not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower applicable Loan Party to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.04, (iib) if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iiic) if any Lender is a Defaulting Lender, or (ivd) any Lender fails (a “Non-Consenting Lender”) refuses to consent to any amendment to an amendment, modification or waiver of this Agreement as requested by the Borrower which that, pursuant to Section 10.01 requires the consent of all Lenders (or all of the affected Lenders affected thereby) and which is consented to that has been approved by the Required LendersLenders or (e) because a Lender is not legally permitted to lend in the relevant jurisdiction, the Company is not permitted, under Section 2.14(f), to designate a Designated Borrower approved by the Required Revolving Credit Lenders and the Administrative Agent, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.06 but subject to clause (d) below), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.05(c) and Section 3.05) from the assignee assignee, or as set forth in clause (d) below, the Administrative Agent (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) in the event such Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Lender was a Non-Consenting Lender and the Company also requires each other Lender that is a Non-Consenting Lender to assign its Loans and Commitments; provided that notwithstanding the provisions of Section 10.06, such Non-Consenting Lender shall not be required to comply with Section 10.06(b)(iv) and no Assignment and Assumption shall be required to effect such assignment and such assignment shall become effective as to any Non-Consenting Lender upon receipt by it (or the Administrative Agent who shall promptly distribute such amounts to the applicable Non-Consenting Lender) of the amounts set forth in clause (b) above for the account of such Non-Consenting Lender; and (e) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior theretoreasonably promptly after its receipt or notice from the Company pursuant to this Section 10.13, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply, or, in the case of clause (a) or (b) above, such Lender notifies the Company that the circumstances giving rise to such Xxxxxx’s request for compensation or additional amounts shall not be used by such Lender as a basis for future requests under Section 3.01 or 3.04.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, or (iv) any a Lender fails to (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any amendment to this Agreement as requested Loan Document that has been approved by the Borrower which Required Lenders as provided in Section 11.01 but requires the unanimous consent of all Lenders (or all of Lenders directly affected thereby (as applicable) or (v) under any other circumstances set forth herein providing that the Lenders affected thereby) and which is consented Borrower shall have the right to by the Required Lendersreplace a Lender as a party to this Agreement, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.07), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.07(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided, further, so long as Sections 11.16(a) through 11.16(e) have been satisfied, the failure by such Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Lender is being made and the mandatory assignment of such Lender’s Commitments and outstanding Loans pursuant to subsection (iv) above, this Section 11.16 shall nevertheless be effective without the replacement execution by such Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.01 and, (iii) in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 10.16(a), or if any Lender suspends its obligations to make, maintain or continue Eurodollar Rate Loans pursuant to Section 3.02 or any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.07), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 3.04 or Section 3.01) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion10.07(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; (e) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (ef) if In the replacement of a event that such Lender is being made pursuant to subsection (iv) abovean L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding, the replacement Lender Borrower shall have consented Cash Collateralize such Letters of Credit upon terms reasonably satisfactory to such requested amendmentL/C Issuer to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 10.16 and to the extent permitted under applicable Laws, each Lender hereby agrees that any Assignment and Acceptance done in accordance with this Section 10.16 shall be effective against a Defaulting Lender one (1) Business Day after it has been given notice of the same, whether or not such Defaulting Lender has executed such Assignment and Acceptance, and such Defaulting Lender shall be bound thereby as fully and effectively as if such Defaulting Lender had personally executed, acknowledged and delivered the same.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 10.01 but requires the unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), (iv) any Lender is a Defaulting Lender or a Non-Accepting Lender, or (ivv) any Lender fails delivers a notice pursuant to consent to any amendment to this Agreement as requested by Section 3.02 (each Lender described in the Borrower which requires the consent of all Lenders foregoing clauses (or all of the Lenders affected therebyi) and which is consented to by the Required Lendersthrough (v), a “Replaced Lender”), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Replaced Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Replaced Lender is being made and the mandatory assignment of such Replaced Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 10.13 shall nevertheless be effective without the replacement execution by such Replaced Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 10.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bB) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (cC) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable Laws; and (eE) if in the replacement case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender is being made to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations pursuant to subsection (iv) above, this Section 10.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If If (i1) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account receives a statement of any Lender amounts due pursuant to Section 3.01, 3.04 or 3.05 from a Lender, (iii2) if any a Lender is becomes a Defaulting Lender, or (iv3) any a Lender fails (a “Non-Consenting Lender”) refuses to consent to any amendment to an amendment, modification or waiver of this Agreement as requested by the Borrower which that, pursuant to Section 10.01, requires the consent of all Lenders one hundred percent (or all 100%) of the Lenders or one hundred percent (100%) of the Lenders with Obligations directly affected therebyor (4) a Lender makes a determination pursuant to Section 3.02 (any such Lender, a “Subject Lender”), so long as (a) no Default shall have occurred and which be continuing and Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, and (b) the Subject Lender is consented not the L/C Issuer with respect to by any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to the Required LendersL/C Issuer (such as a “back-to-back” letter of credit) are made), then the Borrower may, at its sole expense and effortthen, upon ten (10) days’ prior written notice to such the Subject Lender and the Administrative Agent, Borrower may require such the Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interestsLoans and Commitments to such other Lender, rights (other than its rights to payments of existing claims Lenders, Eligible Assignee or Eligible Assignees pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents provisions of Section 10.06(b); provided, that, prior to an assignee that shall assume or concurrently with such obligations replacement, (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under Sections 3.01, 3.04 or 3.05 (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (ii) the processing fee required to be paid by Section 10.06(b) shall have been paid to Agent (unless waived pursuant to Section 10.06(b), (iii) all of the requirements for such assignment contained in Section 10.06(b), including the consent of Agent (if required) and the receipt by Agent of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees executed Assignment and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from Assumption executed by the assignee (Agent being hereby authorized to execute any Assignment and Assumption on behalf of a Subject Lender relating to the extent assignment of Loans and/or Commitments of such outstanding principal Subject Lender) and accrued interest other supporting documents, have been fulfilled, and fees) or the Borrower (in the case of all other amounts); (civ) in the case of any event such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Subject Lender is being made pursuant a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to subsection (iv) above, the replacement each matter in respect of which such Subject Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as was a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyNon-Consenting Lender.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.01 or 3.04, (ii) a Lender gives any notice under Section 3.02, (iii) if any Lender fails to consent to a proposed consent, amendment or waiver that requires consent of all the Lenders or all the affected Lenders and with respect to which Required Lenders shall have granted their consent, so long as a result of the replacement of such Lender, the consent of all Lenders or all affected Lenders would be obtained, (iv) any Lender is a Defaulting Lender, or (ivv) any Lender fails does not agree to consent extend any of its Loans or Commitments pursuant to Section 2.18 or (vi) any amendment to this Agreement as requested by other circumstance exists hereunder that gives the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented right to by the Required Lendersreplace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and; (e) if in the replacement case of an assignment resulting from a Lender is being made not consenting to agree to extend any of its Loans or Commitments pursuant to subsection (iv) aboveSection 2.18, the replacement Lender applicable assignee shall have consented to such requested amendmentthe applicable Extension Amendment with respect to the Loans and/or Commitments being assigned. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender is a Defaulting LenderLoan Document that has been approved by the Required Lenders as provided in Section 10.01 but requires unanimous consent of all Lenders, the Super Majority Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender fails to consent to is a Defaulting Lender or if any amendment to this Agreement as requested by other circumstance exists hereunder that gives the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented right to by the Required Lendersreplace a Lender party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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:provided (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination. provided, further, that the failure by such Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Lender is being made and the mandatory assignment of such Lender’s Commitments and outstanding Loans pursuant to subsection (iv) above, this Section 10.13 shall nevertheless be effective without the replacement execution by such Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required becomes obligated to pay any additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.12 or 2.15, (iiiii) if any Lender is a Defaulting Lender, (iii) any Lender is a Disqualified Lender or (iv) any Lender fails to consent to does not approve any consent, waiver or amendment to this Agreement as requested by the Borrower which that (x) requires the consent approval of all Lenders (or all affected Lenders in accordance with the terms of the Lenders affected therebySection 8.01 and (y) and which is consented to has been approved by the Required LendersLenders (a “Non-Approving Lender”), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.068.07), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 2.12 or 2.15) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)8.07; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.058.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.12 or payments required to be made pursuant to Section 3.012.15, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Lawslaw; and (ev) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Approving Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.17(b) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.043.04 or gives notice pursuant to Section 3.02, (iib) if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iiic) if any Lender is a Defaulting Lender, or (ivd) any Lender fails to consent to any amendment an election, consent, amendment, waiver or other modification to this Agreement as requested by the Borrower which (a “Non-Consenting Lender”) or any other Loan Document that requires the consent of all Lenders (or all a greater percentage of the Lenders affected thereby) than the Required Lenders and which such election, consent, amendment, waiver or other modification is otherwise consented to by the Required Lenders, or (e) if any other circumstance exists hereunder that gives the Parent Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Parent Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by except in the case of an assignment to another Lender, in which case the Administrative Agent shall waive the assignment fee specified in the Administrative Agent’s sole discretionSection 10.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of an assignment resulting from a Lender is being made pursuant to subsection (iv) abovea Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.045.1, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.10, (iii) if any and, in each case, such Lender has declined or is unable to designate a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersdifferent Lending Office in accordance with Section 5.6(a), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0613.6), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 5.1 or Section 3.10) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)13.6; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.055.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 5.1 or payments required to be made pursuant to Section 3.013.10, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable LawsApplicable Law; and (ev) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (x) an assignment required pursuant to this Section 5.6 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to 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 or the Administrative Agent, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.02 or Section 3.04, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) or if any Lender is a Defaulting Lender, or (iv) if any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (is a Minority Lender or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Blocking Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentAgent (and with respect to the replacement of a Minority Lender or a Blocking Lender, upon obtaining consent of the Required Lenders), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.02 or Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.042.10, (iib) if any Lender delivers a notice from a Lender as described in Section 2.02(b)(i), (c) the Borrower is required to pay any additional amount amounts to the Administrative Agent, any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.012.12 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3(a), (iiid) if any Lender is a Defaulting Lender, Lender or a Protesting Lender or (ive) any Lender fails to consent to does not approve any consent, waiver or amendment to this Agreement as requested by the Borrower which that (x) requires the consent approval of all affected Lenders in accordance with the terms of Section 8.01 and (or all of the Lenders affected therebyy) and which is consented to has been approved by the Required LendersLenders (a “Non-Approving Lender”), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.068.07 (other than any requirement that such Lender being replaced consent or otherwise approve such assignment)), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)8.07; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.058.04(c) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.10 or payments required to be made pursuant to Section 3.012.12, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Lawslaw; and (ev) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Approving Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.042.14, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.16, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (iiia) above, or if any Lender becomes a Defaulting Lender or is a Defaulting Lender, or non-consenting Lender (iv) any Lender fails to consent to any amendment to this Agreement as requested by that the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented permitted to by the Required Lendersreplace as provided in Section 9.02(d)), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.069.04), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 Section 2.14 and 3.04Section 2.16) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent (and, if a Multicurrency Revolving Commitment is being assigned, the assignment fee specified in Section 10.06(b) Issuing Bank), which consent shall not unreasonably be withheld, (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and feesprincipal) or the Borrower (in the case of accrued interest and fees and all other amounts, including, without limitation, any amounts under Section 2.15); , (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.14 or payments required to be made pursuant to Section 3.012.16, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection and (iv) abovein the case of any assignment as a result of a non-consenting Lender (that the Borrower is permitted to replace as provided in Section 9.02(d)), the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.013.06, (iii) or if any Lender is a Defaulting Lender, Lender or (iv) a Non-Consenting Lender or a Non-Extending Lender or if any Lender fails to consent to any amendment to this Agreement as requested by other circumstance exists hereunder that gives the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented right to by the Required Lendersreplace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of an assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender or a Non-Extending Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver, consent or Extension Offer. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) and, in each case, such Lender has declined or is unable to eliminate the requirement to pay any such additional amounts by designating a different Lending Office in accordance with Section 3.07(a), or if any Lender is a Defaulting Lender or Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.07), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion10.07(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Lawslaw; and (ev) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iiib) if in connection with any proposed amendment, modification, waiver or consent with respect to the provisions of this Agreement or the Loan Documents, the consent of the Majority Lenders shall have been obtained but the consent of one or more such other Lenders whose consent is required shall not have been obtained, (c) any Lender is a Non-Consenting Lender under Section 2.18 or is a Defaulting Lender, or (ivd) any Lender fails to consent to enters into an assignment or participation with any amendment to Disqualified Lender in violation of this Agreement as requested by or (e) if any other circumstance exists hereunder that gives the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented right to by the Required Lendersreplace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and LC Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued principal, interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Laws; and (ev) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or delegation iftermination with respect to any Loan Document, prior theretothe applicable replacement bank, as a result of a waiver financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender or otherwise, to execute and deliver an Assignment and Assumption shall not impair the circumstances entitling validity of the Borrower removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to require this Section 11.13 shall nevertheless be effective without the execution by such assignment Non-Consenting Lender of an Assignment and delegation cease to applyAssumption.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.013.6, (iii) or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender (if permitted by Law) and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.6; provided that the consent of the assigned Lender shall not be required in connection with any such assignment and delegation), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 3.1 and 3.043.4) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion10.6(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents as though a voluntary prepayment were made on such date (including the Applicable Prepayment Premium and any amounts under Section 3.053.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.4 or payments required to be made pursuant to Section 3.013.1, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of an assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Company or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, Lender or (iv) any Lender fails to approve any amendment, waiver or consent to any amendment to this Agreement as requested by the Borrower which Company pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the consent approval of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenderssuch Lender, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Company shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to not less than 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts); (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) in the case of any such assignment resulting from the refusal of a Lender to approve a requested amendment, waiver or consent, the Person to whom such assignment is being made has agreed to approve such amendment, waiver or consent; and (e) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if the obligation of any Lender to make Eurocurrency Loans has been suspended pursuant to Section 3.02 (iii) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Xxxxxxxxx may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Xxxxxxxxx shall have paid (or caused a Subsidiary Borrower to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Xxxxxxxxx or applicable Subsidiary Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and. (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendment. of an Assignment and Assumption A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Xxxxxxxxx to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, or (iv) if any Lender fails to approve any amendment, waiver or consent to any amendment to this Agreement as requested by Borrower Agent pursuant to Section 11.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender, then in each such case the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Agent shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received the following, as applicable: (i) if such Lender is not a Defaulting Lender, both (A) payment of an amount equal to the outstanding principal of its LoansLoans and Letter of Credit Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Agent (in the case of all other amounts) and (B) evidence that the obligations and liabilities of each Loan Party or their Affiliates under all Credit Product Arrangements shall have been fully, finally and irrevocably paid and satisfied in full and the Credit Product Arrangements shall have expired or been terminated, or other arrangements satisfactory to the counterparties shall have been made with respect thereto; or (ii) if such Lender is a Defaulting Lender, payment of an amount equal to the outstanding principal of its Loans and Letter of Credit Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Agent (in the case of all other amounts); (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) in the case of any such assignment resulting from the refusal of a Lender to approve a requested amendment, waiver or consent, the Person to whom such assignment is being made has agreed to approve such requested amendment, waiver or consent; and (e) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.013.06, (iii) or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender or has invoked a Pricing Change, or (iv) if any Lender fails to consent to any amendment to this Agreement as requested by other circumstance exists hereunder that gives the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented right to by the Required Lendersreplace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 as a result of a Pricing Change or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of an assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment. , waiver or consent A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.046.10, (ii) if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.016.11, (iii) if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder or honor its participation obligation with respect to Letters of Credit hereunder, or (iv) any Lender fails to that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment amendment, waiver or consent to this Agreement as requested by any Loan Document for which the Borrower which consent of the Required Lenders is obtained but that requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0615.9), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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: (ai) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)15.9; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.056.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 6.10 or payments required to be made pursuant to Section 3.016.11, such assignment will result in a reduction in such compensation or payments thereafter;; and (div) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentApplicable Law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.0411.01, (ii) if the a Borrower is required to pay any Indemnified Taxes, including Other Taxes, or any additional amount to any Lender or any Governmental Authority Entity for the account of any Lender pursuant to Section 3.01, (iii) 11.02 or if any Lender is a Defaulting Lender, or (iv) any Lender fails ’s obligations are suspended pursuant to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required LendersSection 11.04, then the Borrower mayBorrowers may either, at its their sole expense and effort, upon 10 days’ notice to such Lender and the Administrative Agent, : (i) repay all outstanding amounts due to such affected Lender (or such portion which has not been acquired pursuant to clause (ii) below) and thereupon such Commitment of the affected Lender shall be permanently cancelled and the aggregate Commitment shall be permanently reduced by the same amount and the Commitment of each of the other Lenders shall remain the same; or (ii) require such Lender to assign and delegateassign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06ARTICLE 18), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents (other than Eligible Hedging Agreements and Other Secured Agreements) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to Borrowers pay the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion18.01(2)(f); (b) such the assigning Lender shall have received receives payment of an amount equal to the outstanding principal of its LoansAccommodations Outstanding and participations in disbursements under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any breakage costs and amounts required to be paid under Section 3.05this Agreement as a result of prepayment to a Lender) (other than Eligible Hedging Agreements and Other Secured Agreements) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 11.01 or payments required to be made pursuant to Section 3.0111.02, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentLaw. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (iv) any Lender requests compensation under Section 3.04, (iiw) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.01 and a replacement of such Lender would result in a reduction in such compensation or amount, (iiix) if any Lender’s Loans are prepaid or converted under Section 3.02, (y) any Lender is a Defaulting Lender, or (ivz) any Lender fails shall refuse to consent to any a waiver or amendment to to, or a departure from the provisions of, this Agreement as requested by the Borrower or any other Loan Document which requires the consent of all the Lenders (or all of the Lenders directly affected thereby) thereby and which is that has been consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 10.04, 3.01 and or 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement Requirements of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentLaw. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (iv) any Lender requests compensation under Section 3.04, (iiw) if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.01 and a replacement of such Lender would result in a reduction in such compensation or amount, (iiix) if any Lender’s Loans are prepaid or converted under Section 3.02, (y) any Lender is a Defaulting Lender, or (ivz) any Lender fails shall refuse to consent to any a waiver or amendment to to, or a departure from the provisions of, this Agreement as requested by the Borrower or any other Loan Document which requires the consent of all the Lenders (or all of the Lenders directly affected thereby) thereby and which is that has been consented to by the Required Lenders, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 10.04, 3.01 and or 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement Requirements of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentLaw. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (iw) any Lender requests compensation under Section 3.042.12, (iix) if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.15, (iiiy) if any Lender is a Defaulting Lender, defaults in its obligation to fund Loans hereunder or (ivz) if any Lender fails shall decline to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (modification or all waiver hereunder requiring 100% of the Lenders affected therebythereby (or of an affected Type or the type set forth in clauses (i) and which is consented through (xiv) of Section 10.02(b) to by consent thereto) and, in such case the Required LendersLenders have already consented thereto, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.04), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 2.12 or Section 2.15) and obligations under this Agreement and the related other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Borrowers shall have paid to the Administrative Agent the assignment processing and recordation fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion10.04(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.052.13 and including any premium under Section 2.10(a), assuming for this purpose that the Loans of such Lender were being prepaid) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.12 or payments required to be made pursuant to Section 3.012.15, such assignment will result in a reduction in such compensation or payments thereafter;; and (div) such assignment does not conflict with applicable Laws; and (e) if Requirements of Law. Upon receipt by the replacement applicable Lender of a all amounts required to be paid to such Lender is being made pursuant to subsection (iv) abovethis Section 2.16(b), the replacement Lender Administrative Agent shall have consented be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such requested amendmentLender, and any such Assignment and Assumption so executed by the Administrative Agent and assignee shall be effective for purposes of this Section 2.16(b) and Section 10.04. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.013.03, (iii) or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.043.02) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided provided, that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to one hundred percent (100%) of (x) the outstanding principal of its Loans, accrued interest thereon, accrued fees thereon and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05other than prepayment premium) from the assignee (to the extent of such outstanding principal and accrued interest and feesinterest) or the Borrower (in the case of all other amounts)) and (y) the prepayment premium required by Section 2.03(d) from the Borrower, as if such assignment was a prepayment of one hundred percent (100%) of the outstanding principal amount of such assignor’s Loans on the effective date of such assignment; (cb) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.02 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (dc) such assignment does not conflict with applicable Laws; and (ed) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided, that, the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If Required Lenders and the Administrative Agent have approved an identical increase of the Borrowing Base, the Borrowers shall have the right to replace any Lenders that have failed to approve such Borrowing Base increase pursuant to the provisions of the following sentence. If (i) any Lender fails or refuses to consent to any requested amendment or waiver pursuant to Section 10.01, (ii) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is in breach of any of its obligations under this Agreement or is otherwise a Defaulting Lender, or (iv) any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa party hereto, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.07), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion10.07(b)(iii); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans, L/C Advances, L/C Borrowings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts)) such payment being at par, with no premium or discount; (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Parent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Parent shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower applicable Borrower(s) (in the case of all other amounts); (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Parent to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, unless such Lender has waived its right to such additional amount, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 12.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), (iv) it is, and continues to be, unlawful for any Lender to fund or maintain LIBOR Loans, as provided in Section 3.02, or (v) any Lender is a Defaulting Lender, then Administrative Agent or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Representative may, at its sole option, expense and effort, and upon notice to such Lender and and, in the case of an election made by the Borrower Representative, the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0612.07), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion12.07(b), if any; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and Unreimbursed Amounts, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement Lender consents to the proposed change, waiver, discharge or termination, provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in outstanding Letters of Credit pursuant to subsection (iv) above, this Section 12.15 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers or Administrative Agent to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender is a Defaulting LenderLoan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) In the event any Lender requests compensation under Section 3.04, (ii) if delivers to the Borrower is required to pay any additional amount to any Lender notice in accordance with Section 3.6, 3.9 or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders3.10, then the Borrower mayshall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more additional banks or financial institutions (collectively, the "Replacement Lender"), provided, that (a) at the time of any replacement pursuant to this Section 3.11, the Replacement Lender shall enter into one or more Assignment and Acceptance agreements pursuant to, and in accordance with the terms of, Section 11.3(b) (and with all processing and recordation fees payable pursuant to said Section 11.3(b) to be paid by the Replacement Lender or, at its sole expense option, the Borrower) pursuant to which the Replacement Lender shall acquire all of the rights and effortobligations of the Replaced Lender hereunder and, upon notice to such Lender and the Administrative Agentin connection therewith, require such Lender to assign and delegate, without recourse (in accordance with and subject shall pay to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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 Replaced Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (i) the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, and (ii) all accrued, but theretofore unpaid, fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made Replaced Lender pursuant to Section 3.013.5, such assignment will result in a reduction in such compensation or payments thereafter; and (db) such assignment does not conflict with applicable Laws; and all other obligations of the Borrower owing to the Replaced Lender (e) including all other obligations, if the replacement of a Lender is being made any, owing pursuant to subsection (ivSections 3.6, 3.9 and 3.10) above, the replacement Lender shall have consented be paid in full to such requested amendment. A Replaced Lender shall not be required to make any concurrently with such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender or a Non-Consenting Lender (so long as, in the case of a Non-Consenting Lender, no Default or (iv) Event of Default has occurred and is continuing), or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa party hereto, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.06 except as provided in this Section 10.13), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents (or all of its Revolving Loans and Commitment if so requested by the Borrower) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. Without limiting the foregoing, Borrowers may, subject to the consent and approval of Administrative Agent in its sole discretion and notwithstanding anything to the contrary in Section 2.06, terminate the Commitment of any Defaulting Lender with no outstanding Revolving Loans, provided that if Administrative Agent grants such consent in its sole discretion, (i) the obligations of such Defaulting Lender to acquire participations in any Letters of Credit or make such funds available is reallocated among the non-Defaulting Lenders as provided in Section 2.15(a)(iv), or (ii) Borrowers shall Cash Collateralize such Defaulting Lender’s pro rata portion (if any, after giving effect to any partial reallocation pursuant to Section 2.15(a)(iv)) of the Outstanding Amount of any then applicable L/C Obligations in a manner satisfactory to each L/C Issuer and Administrative Agent.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.043.12, (iib) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.13, or (iiic) if a Lender (a "Non-Consenting Lender") does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in Section 11.6 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (d) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.3), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Credit Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.3(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 3.053.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.12 or payments required to be made pursuant to Section 3.013.13, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Laws; and (ev) if in the case of any such assignment resulting from a Non-Consenting Lender's failure to consent to a proposed change, waiver, discharge or termination with respect to any Credit Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender's Commitments and outstanding Loans and participations in L/C Obligations pursuant to subsection (iv) above, this Section shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if the obligation of any Lender to make Eurodollar Loans has been suspended pursuant to Section 3.04, (iii) any Lender is a Defaulting Lender, Lender or (iv) any Lender fails has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.01 or any amendment to this Agreement as requested by the Borrower which other provision of any Loan Document requires the consent of all Lenders (or all of the Lenders affected thereby) of a Class or Classes and with respect to which is consented to by the Required LendersLenders of such Class or Classes shall have granted their consent, then the Borrower mayshall have the right, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require (i) to remove such Lender by terminating such Lender’s Commitment in full or (ii) to replace such Lender by causing such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its LoansLoans and Participation Interests in Unreimbursed Amounts arising under drawn Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Laws; and (eA) if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (i), (ii) or (iii) above, it shall be obligated to remove or replace, as the case may be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.04 or 3.01 or whose obligation to make Eurodollar Loans has been similarly suspended and (i) in the case of any replacement of a Lender is being made pursuant to subsection Lenders under the circumstances described in clause (iv) above, the replacement Lender applicable amendment, waiver, discharge or termination that the Borrower has requested shall have consented become effective upon giving effect to such requested amendmentreplacement (and any related Assignment and Assumptions required to be effected in connection therewith in accordance with this Section 10.13). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.042.15, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.17, (iii) if any Lender is has become a Defaulting Lender, or (iv) any Lender fails to has become a Non-Extending Lender or (v) any Lender does not consent to any amendment to proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement as requested by the Borrower which or any other Loan Document that requires the consent of all such Lender or each of the Lenders (or all each of the Lenders affected thereby) and which is consented to by thereby (so long as the consent of the Required LendersLenders has been obtained), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.04), all of its interests, rights (other than its existing rights to payments of existing claims payment pursuant to Sections 3.01 and 3.04Section 2.15 or 2.17) and obligations under this Agreement and the related Loan Documents (other than any outstanding Competitive Loans held by it) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment or any Lender’s obligations in respect of LC Exposure is being assigned, each Issuing Lender), which consent shall not unreasonably be withheld; (B) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)10.04; (bC) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements that have been funded by such Lender, accrued interest thereon, accrued fees and all other amounts (except Competitive Loans) payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.052.16) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (cD) in the case of any such assignment and delegation resulting from a claim for compensation under Section 3.04 2.15 or payments required to be made pursuant to Section 3.012.17, such assignment and delegation will result in a reduction in such compensation or payments thereafter; (dE) in the case of any such assignment and delegation resulting from any Lender becoming a Non-Extending Lender, the assignee shall be an Additional Commitment Lender and, upon the effectiveness of any such assignment and delegation, such assignee shall be deemed to have consented to the extension of the Commitment Termination Date requested in the relevant Extension Request (and, if such assignment and delegation shall become effective after the relevant Extension Closing Date, the Commitment Termination Date with respect to such Additional Commitment Lender (insofar as relating to the interests, rights and obligations under this Agreement and the related Loan Documents so assigned and delegated) shall automatically extend to the date specified in the relevant Extension Request); and (F) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentlaw. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.04, (iib) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iiic) if any Lender is a Defaulting Lender, or (ivd) any Lender fails to approve any amendment, waiver or consent to any amendment to this Agreement as requested by the Borrower which pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the consent approval of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenderssuch Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (div) in the case of any such assignment resulting from the refusal of a Lender to approve a requested amendment, waiver or consent, the Person to whom such assignment is being made has agreed to approve such amendment, waiver or consent; and (v) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.042.10 (a) or (b), (iib) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.12, (iiic) if any Lender gives notice pursuant to Section 2.10(d) with respect to an occurrence or state of affairs not applicable to all Lenders, (d) any Lender is a Defaulting Lender, Lender or (ive) any Lender fails refuses to consent to any amendment proposed change, waiver, discharge or termination with respect to this Agreement as requested by the Borrower which requires Loan Documents requiring the consent of all Lenders (or all of affected Lenders) pursuant to Section 9.01 and the Lenders affected thereby) and which is consented to same has been approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.069.07), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b9.07(a) (unless such fee shall have been waived by or the Administrative Agent shall have waived receipt of such fee in the Administrative Agent’s sole discretion)writing; (bii) such replaced Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05Sections 2.10 and 2.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.10(a) or (b) or payments required to be made pursuant to Section 3.012.12, such assignment will result in a reduction in such compensation or payments thereafter; (div) the assignee shall be an Eligible Assignee and shall agree to accept such assignment and to assume all obligations of such Lender Party hereunder in accordance with Section 9.07; (v) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against such replaced Lender; and (vi) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentlaw. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is becomes a Defaulting Lender, or then (ivi) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Administrative Agent may, at its sole expense and effort, upon notice to such the Defaulting Lender and the Administrative AgentBorrower, require such Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0612.1), all of its interests, rights (other than its rights and obligations under this Agreement and the related Loan Documents to payments of existing claims an assignee, pursuant to Sections 3.01 the terms and 3.04conditions of Section 12.1, that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) and (ii) Borrower may, as long as no Event of Default exists and upon notice to the Defaulting Lender and Administrative Agent and at Borrower’s sole cost and expense, require such Defaulting Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.1), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) the as to assignments required by Borrower, Borrower shall have paid to the Administrative Agent the assignment fee expenses specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)12.1; (bB) such Defaulting Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05Breakage Costs) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (cC) in the case of any such assignment resulting from a claim for compensation under is consistent with the requirements of Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter12.1; (dD) such assignment does not conflict with applicable LawsLaw; and (eE) if the replacement proposed agreement, amendment, waiver, consent or release with respect to this Agreement or any other Loan Document has been Approved by the Required Lenders and such agreement, amendment, waiver, consent or release can be effected as a result of a Lender is being made pursuant to subsection the assignment contemplated by this Section. (ivb) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 11.20 and to the extent permitted under applicable Law, each Lender hereby designates and appoints Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the assignment required hereunder if such Lender was a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of Borrower or Administrative Agent replacing a Defaulting Lender as provided in this Section 11.20, Borrower may terminate such Defaulting Lender’s Percentage Share as provided herein.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.042.09, (ii) if any Lender gives notice under Section 2.10, the Borrower is required to pay any Taxes or additional amount amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.012.12, (iii) if any Lender is a Defaulting Lender, or (iv) if, in connection with any Lender fails to consent to proposed amendment, change, waiver, discharge or termination of any amendment to of the provisions of this Agreement or any other Loan Document as requested contemplated by the Borrower which requires Section 9.01, the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required LendersLenders is obtained but the consent of any other Lender whose consent is required is not obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Designated Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.069.07), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 2.09 or Section 2.12) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations and consent to such proposed amendment, change, waiver, discharge or termination (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower shall have paid to the Administrative Designated Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)9.07; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.059.04(d)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.09 or payments required to be made pursuant to Section 3.012.12, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentlaw. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.043.04 or gives a notice pursuant to Section 3.02 and does not subsequently designate a different Lending Office or assign its rights and obligations hereunder to another of its offices, branches or affiliates as provided in Section 3.06(a), (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment an election, consent, amendment, waiver or other modification to this Agreement as requested by the Borrower which or any other Loan Document that requires the consent of all Lenders (A) the Required Lenders, and such election, consent, amendment, waiver or all of the Lenders affected thereby) and which other modification is otherwise consented to by the Required Lenders, or (B) all Lenders (or all Lenders directly affected thereby), and such election, consent, amendment, waiver or other modification is otherwise consented to by Supermajority Lenders, or (v) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) unless paid by the assignee or waived by the Administrative Agent in its sole discretion, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.053.05 and subject to Section 2.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with violate applicable Laws; and (e) if . Notwithstanding the replacement foregoing rights of a Lender is being made pursuant to subsection (iv) abovethe Borrower under this Section, the replacement Borrower may not replace any Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment which seeks compensation under Section 3.04 or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling reimbursement under Section 3.01 unless the Borrower to require is replacing all Lenders which are then seeking such assignment and delegation cease to applycompensation or reimbursement.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentAgents, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Parent Borrower shall have paid to the Domestic Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Credit Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender Party requests compensation under Section 3.044.3 or 4.5, (iib) if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender Party or any Governmental Authority for the account of any Lender Party pursuant to Section 3.014.6, (iiic) if any Lender is a Defaulting Lender, Lender or (ivd) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Non-Consenting Lender, then the Borrower AMRC may, at its sole expense and effort, upon notice to such Lender Person and the Administrative Agent, require such Lender Person to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, and fees to be paid pursuant to Section 10.0610.10), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 4.3 or 4.6) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (ai) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee specified in clause (b) of Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)10.10; (bii) such Lender Party shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.054.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 4.3 or 4.5 or payments required to be made pursuant to Section 3.014.6, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable LawsLaw; and (ev) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A No Lender Party shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender Party or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is (a Defaulting “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 10.1 but requires the unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 10.16 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.042.18, (iib) if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, 2.19 or (ivc) any Lender fails to consent to a proposed waiver, amendment or other modification of any amendment Credit Document, or to this Agreement as requested by the Borrower which any departure of any Credit Party therefrom, that under Section 10.5 requires the consent of all the Lenders (or all of the affected Lenders affected therebyor all the Lenders) and with respect to which the Requisite Lenders shall have granted their consent, in each case of immediately preceding clauses (a), (b) and (c), solely so long as such Lender has declined or is consented unable to by the Required Lendersdesignate a different lending or issuing office in accordance with this Agreement, then the Borrower Administrative Agent may, at its Borrower’s sole expense and effortexpense, upon notice to such Lender and the Administrative AgentBorrower Representative, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained inin Section 10.6, and consents required by, Section 10.06including the consent requirements set forth therein), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan other Credit Documents (other than existing rights to payment under Sections 2.18, 2.19 and 2.24) (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all such interests, rights and obligations under this Agreement and the other Credit Documents as a Lender) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation), ; provided that: that (ai) the Borrower shall have caused to be paid to the Administrative Agent the assignment registration and processing fee specified referred to in Section 10.06(b) 10.6(d), (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, thereon and accrued fees and all other amounts payable to it hereunder hereunder, (iii) such assignment and under the other Loan Documents delegation does not conflict with applicable law, (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (civ) in the case of any such assignment and delegation resulting from a claim for compensation under Section 3.04 2.18 or payments required to be made pursuant to Section 3.012.19, such assignment will result in a reduction in such compensation or payments thereafter; thereafter and (dv) in the case of any such assignment does not conflict with applicable Laws; and (e) if and delegation resulting from the replacement of failure to provide a Lender is being made pursuant to subsection (iv) aboveconsent, the replacement Lender assignee shall have consented to given such requested amendmentconsent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.22 may be effected pursuant to an Assignment Agreement executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Company shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower applicable Borrower(s) (in the case of all other amounts); (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or delegation iftermination with respect to any Loan Document, prior theretothe applicable replacement bank, as a result of a waiver financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided further that the failure by such Lender or otherwiseto execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Lender and the mandatory assignment of such Lender’s Commitments and outstanding Loans and participations in L/C Obligations, the circumstances entitling the Borrower Canadian Loans, Swing Line Loans and U.K. Swing Line Loans pursuant to require such assignment and delegation cease to apply.this

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.11 or 2.13 to make any additional payment to any Lender, (iiib) if any Lender’s obligation to make or continue, or to convert Base Rate Advances into, Eurodollar Advances shall be suspended pursuant to 2.4(c)(iii) or 2.9, (c) any Lender is a Non-Consenting Lender, or (d) any Lender is a Defaulting Lender (any such Lender described in any of the preceding clauses (a) – (d), being a “Subject Lender”), then (i) in the case of a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Administrative Agent may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentBorrower, require such Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.069.7), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Credit Documents as a Lender to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) and (ii) in the case of any Subject Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.7), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that:, in any event (aA) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (9.7, unless such fee shall have has been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bB) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its Loansapplicable Advances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 3.052.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (cC) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.012.13, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable LawsLegal Requirements; and (eE) if in the replacement case of any such assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented agreed to such requested amendmentthe applicable departure, waiver or amendment of the Credit Documents. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 2.14 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. In lieu of the Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.14, the Borrower may terminate such Defaulting Lender’s applicable Revolving Commitment as provided in Section 2.1(c)(ii).

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if the obligation of any Lender to make Eurocurrency Rate Loans has been suspended pursuant to Section 3.02, (iv) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (v) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Cxxxxxxxx may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Cxxxxxxxx shall have paid (or caused a Subsidiary Borrower to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Cxxxxxxxx or applicable Subsidiary Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Cxxxxxxxx to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.042.08 or 2.09, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.08 or 2.09, or (iii) if any Lender is a Defaulting Lender, Lender or (iv) any Lender fails to does not consent to any a waiver, amendment to this Agreement as requested or other modification or request made by the Borrower which requires in respect of any Loan Document (and a Lender that does not respond to a request for such a waiver, amendment or other modification or request within the consent of all Lenders (or all of the Lenders affected thereby) and which is time period specified shall be deemed to have not consented to by the Required Lendersthereto), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, prepay such Lender in full (without any Premium Amount (or with Premium Amount, solely in respect of prepayments pursuant to clause (iv) above if in connection with a Repricing Transaction)) on a non-prorata basis or require such Lender to assign and delegatedelegate (for which no Assignment and Assumption shall be required to be executed by such Lenders), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06Sections 9.04 and 9.05), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations in its capacity as a Lender under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)9.05; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees fees, Premium Amount (in the case of an assignment due to an occurrence described in clause (iv) of the first paragraph of Section 9.06 if in connection with a Repricing Transaction) and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.052.09) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.09 or payments required to be made pursuant to Section 3.012.08, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentlaws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. (A) If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iiiB) if any Lender is a Defaulting Lender, or (ivC) any Lender fails to if in connection with a proposed amendment, modification, waiver, or consent with respect to any amendment to this Agreement of the provisions hereof as requested contemplated by the Borrower which requires Section 11.01, the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required LendersLenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained, or (D) if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees thereon and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)) and, in the case of any amendment that constitutes, a Repricing Transaction with respect to the Term B Loans prior to the one yearsix month anniversary of the ClosingAmendment No. 1 Effective Date, the fee that would have been payable to such Lender upon the effectiveness of such amendment had such Lender held such Term Loans on the date of effectiveness of such amendment; (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (11.06(b), unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole its discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender is being made to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.04, (iib) if the Borrower Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01Sections 3.01 or 3.04, (iiic) if any Lender is subject to illegality under Section 3.02, (d) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (e) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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: (ai) the Borrower Administrative Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Laws; and (ev) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.045.01, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.015.03, (iii) if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, or (iv) any Lender fails has not approved (or is not deemed to consent to any amendment to this Agreement as requested have approved) an increase in the Borrowing Base proposed by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented Administrative Agent pursuant to by the Required LendersSection 2.07(c)(iii), then the Borrower may, 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, in Section 10.0612.04(b)), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) 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)) or (B) require such Lender to be removed as a Lender under this Agreement and the other Loan Documents with a corresponding reduction in the Aggregate Maximum Credit Amount equal to the Maximum Credit Amount of such Lender; provided that (1) if a Lender is removed as a Lender hereunder, provided that: the Borrower has paid such Lender all amounts due and owing under this Agreement and the other Loan Documents, including, without limitation, all principal, accrued interest, fees and breakage costs, (a2) in the case of a required assignment of interest, the Borrower shall have paid to received the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in prior written consent of the Administrative Agent’s sole discretion); , which consent shall not unreasonably be withheld, (b3) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); ) and (c4) in the case of any such assignment resulting from a claim for compensation under Section 3.04 5.01 or payments required to be made pursuant to Section 3.015.03, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendmentpayments. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.042.10, (ii) or if the Borrower Company is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.12, (iiior if any Lender gives the applicable Agent any notice under Section 2.02(b)(iii) that it is unlawful for such Lender to make or maintain Eurocurrency Rate Advances, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17(a), or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender with respect to an amendment, consent or (iv) any Lender fails to consent to any amendment to this Agreement as requested by waiver requiring the Borrower which requires the consent approval of all Lenders or of all affected Lenders (or all Lenders or all affected Lenders of any Class) in accordance with the Lenders affected thereby) and which is consented to by the Required Lendersterms of Section 9.01, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative applicable Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.069.07), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 2.10, Section 2.12 or Section 9.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Company shall have paid to the Administrative applicable Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)9.07; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.059.04(b)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.10 or payments required to be made pursuant to Section 3.012.12, such assignment will result in a reduction in such compensation or payments thereafter; (div) in the case of any such assignment resulting from a notice of unlawfulness under Section 2.02(b)(iii), the assignee will not be subject to such unlawfulness; (v) such assignment does not conflict with applicable Lawslaw; (vi) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (evii) if the replacement no Potential Event of a Lender is being made pursuant to subsection (iv) above, the replacement Lender Default or Event of Default shall have consented to such requested amendmentoccurred and be continuing. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or a Lender (iiia “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Administrative Agent and Required Lenders as provided in Section 10.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or if any Lender is a Defaulting Lender, Lender or (iv) if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa party hereto, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) or if any Lender is a Defaulting LenderLender or in connection with any proposed amendment, modification, termination, waiver or (iv) any Lender fails to consent with respect to any amendment to this Agreement of the provisions hereof as requested contemplated by the Borrower which requires Section 10.01, the consent of all the Required Lenders (or all the requisite other percentage of Lenders under Section 10.01) shall have been obtained but the consent of one or more of such other Lenders affected thereby) and which whose consent is consented to by the Required Lendersrequired shall not have been obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender (for greater clarity, a Lender whose consent was not obtained, in the case of any proposed amendment, modification, termination, waiver or consent) and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender is a Defaulting LenderLoan Document that has been approved by the Required Lenders as provided in Section 10.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Revolving Commitments and outstanding Loans and participations in Swing Line Loans pursuant to subsection (iv) above, this Section 10.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.042.12, (ii) or if any Lender delivers a notice described in Section 2.13 or if the Borrower is Borrowers are required to pay any Indemnified Tax or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.15, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17 (iiia) (each such Lender, an “Increased Cost Lender”), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.069.4), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 2.12 or Section 2.15) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)9.4; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.052.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.12 or payments required to be made pursuant to Section 3.012.15, such assignment will result in a reduction in such compensation or payments thereafter; (div) in the case of any such assignment resulting from a notice of illegality under Section 2.13, such assignment will eliminate such illegality; (v) such assignment does not conflict with applicable LawsApplicable Law; and (evi) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. Each Lender and Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or Issuing Bank, as the case may be, as assignor, any Assignment and Acceptance necessary to effect any assignment of such Lender’s or Issuing Bank’s interests hereunder in the circumstances contemplated by this Section 2.17. Each Lender agrees that if the Borrowers exercise their option hereunder to cause an assignment by such Lender as an Increased Cost Lender, Non-Consenting Lender or Defaulting Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 9.4. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, 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 9.4 on behalf of an Increased Cost Lender, Non-Consenting Lender or Defaulting Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.4.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.043.12, (iib) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.13, or (iiic) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in Section 11.6 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (d) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.3), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Credit Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.3(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 3.053.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.12 or payments required to be made pursuant to Section 3.013.13, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Laws; and (ev) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Credit Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations pursuant to subsection (iv) above, this Section shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender (including on behalf of a Participant) requests compensation under Section 3.04, (iib) if the Borrower is required to pay any additional amount to any Lender (including on behalf of a Participant) or any Governmental Authority for the account of any Lender (or Participant, as applicable) pursuant to Section 3.01, (iiic) if the obligation of any Lender to make Eurodollar Loans has been suspended pursuant to Section 3.02, (d) any Lender is a Defaulting Lender, Lender or (ive) any Lender fails has failed to consent to a proposed amendment, waiver, consent, discharge or termination which pursuant to the terms of Section 10.01 or any amendment to this Agreement as requested by the Borrower which other provision of any Loan Document requires the consent of all Lenders (or all of the Lenders of a Class or Classes or the consent of all Lenders directly affected thereby) thereby and with respect to which is consented to by the Required LendersLenders of such Class or Classes shall have granted their consent, then the Borrower mayshall have the right, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require to replace such Lender by requiring such Lender to assign and delegate, without recourse (other than as set forth herein, in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections Section 3.01 and or Section 3.04) and obligations under this Agreement and the related other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.053.05 and Section 2.09(g), if applicable) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Laws; and (ev) if in the case of any replacement of a Lender is being made pursuant to subsection Lenders under the circumstances described in clause (ive) above, the replacement Lender applicable amendment, waiver, consent, discharge or termination that the Borrower has requested shall have consented become effective upon giving effect to such requested amendmentreplacement (and any related Assignment and Assumptions required to be effected in connection therewith in accordance with this Section 10.13). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. If a replaced Lender does not execute an Assignment and Assumption pursuant to Section 10.06 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 10.13, the Administrative Agent shall be entitled (but not obligated) to execute such an Assignment and Assumption on behalf of such replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent on behalf of such replaced Lender, the replacement Lender and the Administrative Agent shall be effective for purposes of this Section 10.13 and Section 10.06.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) or if the Borrower is required to pay (or will be required to pay) any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.01 or if any Lender determines pursuant to Section 3.02 that it is not permitted to make Eurocurrency Rate Loans, (iii) or if any Lender is a Defaulting Lender, or (iv) if any Lender fails declines to consent to approve any waiver, amendment to or modification of this Agreement as requested by the Borrower which or any Loan Document that requires the consent approval of all Lenders (pursuant to Section 11.01 or all of if any other circumstance exists hereunder that gives the Lenders affected thereby) and which is consented Borrower the right to by the Required Lendersreplace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: : (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); ; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); ; (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; ; and (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.043.10, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.11, (iii) and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.10), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)10.10; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.053.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.10 or payments required to be made pursuant to Section 3.013.11, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable LawsApplicable Law; and (ev) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Lender is being made pursuant to subsection (iv) above, the replacement Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender is a Defaulting Lender or a Non-Extending Lender, or (iv) any Lender fails has refused or failed, within a reasonable period of time (as determined by Administrative Agent in its reasonable discretion) from first receiving a written request therefor from Administrative Agent, to provide its written approval of any amendment, consent to or waiver in respect of any amendment matter related to this Agreement as requested by or the Borrower which requires the consent of other Loan Documents requiring that all Lenders (or all affected Lenders will have given written approval of the such requested amendment, consent or waiver pursuant to Section 10.01 and in such instance Lenders affected thereby) and which is consented sufficient to by the constitute Required LendersLenders have already provided such written approval pursuant to Section 10.01, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and; (e) if in the replacement case of an assignment resulting from a Lender is being made pursuant refusing or failing to subsection provide its written approval referenced in clause (iv) above, the replacement Lender applicable assignee shall have consented to the applicable amendment, waiver or consent; and (f) in the case of an assignment from a Non-Extending Lender, such requested amendmentassignment shall not be effective until the applicable Existing Maturity Date in accordance with Section 2.16(d). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if any Lender delivers a notice pursuant to Section 3.02 with respect to circumstances that do not affect the other Lenders hereunder, (iv) a Lender does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that requires unanimous consent of all Lenders and that has been approved by the Required Lenders as provided in Section 11.01, or (v) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b)(iv); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;; and (d) such assignment does not conflict with applicable Laws; and (e) if in the replacement case of any such assignment resulting from a Lender is being made pursuant Lender’s failure to subsection (iv) aboveconsent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the replacement Lender applicable amendment, modification and/or waiver of this Agreement that the Borrower has requested shall have consented become effective upon giving effect to such requested amendmentassignment (and any related assignments required to be effected in connection therewith in accordance with this Section 11.13 and Section 11.06). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) and, or (iv) any Lender is a Defaulting Lender, or (ivv) any Lender fails is unable to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (make or all of the Lenders affected thereby) and which is consented to by the Required Lenders, maintain Eurodollar Rate Loans then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to subsection (iv) above, this Section 11.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.043.9, (ii) if or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.13, (iiiand, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.17) if or (b) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in Section 11.6 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (c) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.3), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Credit Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.3(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 3.053.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.9 or payments required to be made pursuant to Section 3.013.13, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Laws; and (ev) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Credit Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations pursuant to subsection (iv) above, this Section shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If If (i1) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account receives a statement of any Lender amounts due pursuant to Section 3.01, 3.04 or 3.05 from a Lender, (iii2) if any a Lender is becomes a Defaulting Lender, or (iv3) any a Lender fails (a “Non-Consenting Lender”) refuses to consent to any amendment to an amendment, modification or waiver of this Agreement as requested by the Borrower which that, pursuant to Section 10.01, requires the consent of all Lenders one hundred percent (or all 100%) of the Lenders or one hundred percent (100%) of the Lenders with Obligations directly affected therebyor (4) a Lender makes a determination pursuant to Section 3.02 (any such Lender, a “Subject Lender”), so long as (a) no Default shall have occurred and which be continuing and Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, and (b) the Subject Lender is consented not the L/C Issuer with respect to by any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to the Required LendersL/C Issuer (such as a “back-to-back” letter of credit) are made), then the Borrower may, at its sole expense and effortthen, upon five (5) Business Days’ prior written notice to such the Subject Lender and the Administrative Agent, Borrower may require such the Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interestsLoans and Commitments to such other Lender, rights (other than its rights to payments of existing claims Lenders, Eligible Assignee or Eligible Assignees pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents provisions of Section 10.06(b); provided, that, prior to an assignee that shall assume or concurrently with such obligations replacement, (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (b) such Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under Sections 3.01, 3.04 or 3.05 (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (ii) the processing fee required to be paid by Section 10.06(b) shall have been paid to Agent (unless waived pursuant to Section 10.06(b), (iii) all of the requirements for such assignment contained in Section 10.06(b), including the consent of Agent (if required) and the receipt by Agent of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees executed Assignment and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from Assumption executed by the assignee (Agent being hereby authorized to execute any Assignment and Assumption on behalf of a Subject Lender relating to the extent assignment of Loans and/or Commitments of such outstanding principal Subject Lender) and accrued interest other supporting documents, have been fulfilled, and fees) or the Borrower (in the case of all other amounts); (civ) in the case of any event such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Laws; and (e) if the replacement of a Subject Lender is being made pursuant a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to subsection (iv) above, the replacement each matter in respect of which such Subject Lender shall have consented to such requested amendment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as was a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyNon-Consenting Lender.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.042.11, (iib) if the Borrower is required to pay any additional amount amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.012.14, (iiic) if any Lender is a Defaulting Lender, or (ivd) any Lender fails to consent to does not approve any consent, waiver or amendment to this Agreement as requested by the Borrower which that (i) requires the consent approval of all affected Lenders in accordance with the terms of Section 8.01 and (or all of the Lenders affected therebyii) and which is consented to has been approved by the Required LendersLenders (a “Non-Approving Lender”), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.068.07), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a1) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)8.07; (b2) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and funded participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.058.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c3) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.11 or payments required to be made pursuant to Section 3.012.14, such assignment will result in a reduction in such compensation or payments thereafter; (d4) such assignment does not conflict with applicable Lawslaw; and (e5) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Approving Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04Sections 4.6 or 4.9, (ii) if the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.014.10, (iii) if any Lender is a Defaulting Lender, Lender or (iv) if any Lender fails refuses to consent to any amendment to an amendment, modification and/or waiver of this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required LendersCredit Agreement, then the Borrower Airgas may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentAgents, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.3), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Credit Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Airgas shall have paid to the Administrative U.S. Agent or the Canadian Agent, as applicable, the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.3(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 3.05Sections 4.6, 4.9, 4.10 and 4.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 4.6 or 4.9 or payments required to be made pursuant to Section 3.014.10, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Lawslaws; and (e) if in the case of any replacement of a Lender is being made pursuant to subsection Lenders under the circumstances described in clause (iv) above, the replacement Lender applicable amendment, modification and/or waiver of this Credit Agreement that Airgas has requested shall have consented become effective upon giving effect to such requested amendmentassignment (and any related assignments required to be effected in connection therewith in accordance with this Section 11.17). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Airgas to require such assignment and delegation cease to apply.

Replacement of Lenders. If (iw) any Lender requests compensation under Section 3.042.13, (iix) if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.16, (iii) if any Lender is a Defaulting Lender, or (ivy) any Lender fails defaults in its obligation to fund Loans hereunder or (z) any Lender shall decline to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (modification or all waiver hereunder requiring 100% of the Lenders affected therebythereby (or of an affected type or the type set forth in clauses (i) and which is consented through (xiv) of Section 10.02(b) to by consent thereto) and, in such case the Required LendersLenders have already consented thereto, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.04), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 2.13 or Section 2.16) and obligations under this Agreement and the related other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Borrowers shall have paid to the Administrative Agent the assignment processing and recordation fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion10.04(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.052.14 and including any premium under Section 2.11(e), assuming for this purpose that the Loans of such Lender were being prepaid) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.13 or payments required to be made pursuant to Section 3.012.16, such assignment will result in a reduction in such compensation or payments thereafter;; and (div) such assignment does not conflict with applicable Laws; and (e) if Requirements of Law. Upon receipt by the replacement applicable Lender of a all amounts required to be paid to such Lender is being made pursuant to subsection (iv) abovethis Section 2.17(b), the replacement Lender Administrative Agent shall have consented be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such requested amendmentLender, and any such Assignment and Assumption so executed by the Administrative Agent and assignee shall be effective for purposes of this Section 2.17(b) and Section 10.04. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 3.043.9, (ii) if or the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.13, (iiiand, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.17) if or (b) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in Section 11.6 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (c) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0611.3), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Credit Agreement and the related Loan Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion11.3(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under Section 3.053.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.9 or payments required to be made pursuant to Section 3.013.13, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable Laws; and (ev) if in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Credit Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of a the removal of such Non-Consenting Lender is being made and the mandatory assignment of such Non-Consenting Xxxxxx’s Commitments and outstanding Loans and participations in L/C Obligations pursuant to subsection (iv) above, this Section shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.044.4, (ii) or if the any Borrower Party is required to pay any additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.014.1, (iii) and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 4.8(a), or if any Lender is a Defaulting LenderLender or a Non-Consenting Lender or has, has a direct or (iv) any Lender fails to consent to any amendment to this Agreement as requested by indirect parent company that has, become the Borrower which requires the consent subject of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lendersa Bail-In Action, then the Borrower Parties may, at its their sole expense and effort, so long as no Event of Default has occurred and is continuing, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0612.11), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 4.4 or 4.1) and obligations under this Credit Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (ai) the Borrower Parties shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion)12.11; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under this Section 3.054) from the assignee (to the extent of such outstanding principal and accrued interest and feesprincipal) or the Borrower Parties (in the case of accrued interest, fees and all other amounts); (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 4.4 or payments required to be made pursuant to Section 3.014.1, such assignment will result in a reduction in such compensation or payments thereafter; (div) such assignment does not conflict with applicable LawsApplicable Law; and (ev) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Parties to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) If any Lender requests compensation under Section 3.042.12, (ii) if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 3.012.15, (iii) if any Lender is is, or within fifteen (15) Business Days of such assignment or delegation was, a Defaulting Lender, or (iv) if any Lender fails is unable to make Eurocurrency Rate Advances pursuant to Section 2.13, or (v) if any Lender shall fail to provide any consent, or consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (waiver or all of the Lenders affected thereby) and which is consented amendment, agreed to by the Required Lenders, Lenders then the Borrower Borrowers may, at its sole expense and effort, upon written notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.068.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid (or cause to be paid) to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion8.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.058.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.12 or payments required to be made pursuant to Section 3.012.15, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable Lawslaws; (e) no Default or Event of Default shall have occurred and be continuing; and (ef) if such parties to the replacement of a Lender is being made pursuant assignment shall execute and deliver to subsection (iv) above, the replacement Lender Administrative Agent an Assignment and Assumption and the assignee shall have consented deliver to such requested amendmentthe Administrative Agent an administrative questionnaire. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) if a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 10.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (aA) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bB) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (cC) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (dD) such assignment does not conflict with applicable Laws; and (eE) if in the replacement case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender is being made to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lxxxxx’s Commitments and outstanding Loans and participations in L/C Obligations pursuant to subsection (iv) above, this Section 10.13 shall nevertheless be effective without the replacement execution by such Non-Consenting Lender shall have consented to such requested amendmentof an Assignment and Assumption. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) if the Borrower is required Borrowers are entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 3.013.06, (iii) or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Company shall have paid (or caused a Designated Subsidiary to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b) (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretionwaives such fee); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company or applicable Designated Subsidiary (in the case of all other amounts); (c) 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 Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable LawsLaw; and (e) if in the replacement case of an assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to such requested the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.042.14, (ii) if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.16, (iii) or if a Lender provides an Illegality Notice and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.18(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (iv) any Lender fails to consent to any amendment to this Agreement as requested by the Borrower which requires the consent of all Lenders (or all of the Lenders affected thereby) and which is consented to by the Required Lenders, then the Borrower Borrowers may, at its Borrowers’ sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0610.4), all of its interests, rights (other than its existing rights to payments of existing claims pursuant to Sections 3.01 and 3.04Section 2.14, 2.15 or 2.16) and obligations under this Agreement and the related other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (ai) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) 10.4, (unless such fee shall have been waived by the Administrative Agent in the Administrative Agent’s sole discretion); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) 2.15), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); , (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.14 or payments required to be made pursuant to Section 3.012.16, such assignment will result in a reduction in such compensation or payments thereafter; , (div) in the case of any such assignment resulting from a Lender’s delivery of an Illegality Notice, such assignee will not be entitled to deliver an Illegality Notice under Section 2.13(b), (v) such assignment does not conflict with applicable Laws; and law, and (evi) if in the replacement case of any assignment resulting from a Lender is being made pursuant to subsection (iv) abovebecoming a Non-Consenting Lender, the replacement Lender applicable assignee shall have consented to the applicable amendment, waiver or consent. Each Lender agrees that if Borrowers exercise their option hereunder, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such requested amendmentassignment as set forth in Section 10.4. If such Lender shall refuse or fail to execute and deliver any such Assignment and Assumption prior to the effective date of such replacement as notified by Administrative Agent, such Lender shall be deemed to have executed and delivered such Assignment and Assumption, and shall no longer be a Lender hereunder upon the payment to such Lender of an amount equal to the aggregate amount of outstanding Obligations (other than Bank Product Obligations) owed to such Lender in accordance with the wire transfer instructions for such Lender on file with Administrative Agent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.