Common use of Replacement of Lenders Clause in Contracts

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower may, at the 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 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(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 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. 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, if any Lender is a Defaulting Restricted Lender (as defined below) or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C-BA 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 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) in the case of any such assignment by a Restricted Lender, the assignee must have approved in writing the substance of the amendment, waiver or consent which caused the assignor to be a Restricted Lender; and (de) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.06, other than the consent of any Lender being so replaced), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b11.06(c)(iv); (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 excluding, in the case of any Defaulting Lender, any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.4, or if the Borrowers are 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, or if any Lender gives a notice pursuant to Section 3.023.1, if any Lender is a Defaulting Lender or a Non-Extending Lender, if Borrower exercises its replacement rights under Section 10.1 or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower or such assignee shall have paid pay to the Administrative Agent the assignment fee specified in Section 11.06(b10.6(c); (b) such Lender shall have received receive payment of an amount equal to the outstanding principal of its Loans, Swingline Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05Sections 3.4 and 3.5) (other than contingent indemnitees and other Contingent Obligations not then due and payable) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 is reasonably expected to result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if Borrower elects to replace such Lender in accordance with this Section 10.13, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided, that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the 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, a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or if termination with respect to any Lender gives a notice pursuant to Loan Document that has been approved by the Administrative Agent and Required Lenders as provided in Section 3.02, 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable) or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 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) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives (w) requests compensation under Section 3.04, (x) is a notice Defaulting Lender, (y) elects not to participate in an Extension Offer if the Required Lenders under the relevant Facility elect to participate in such Extension Offer, or (z) refuses to consent to any waiver, consent or amendment requested by the Borrower pursuant to Section 3.0210.01 that has received the written approval of the Required Lenders (or, if any Lender is in the case of a Defaulting Lender consent, waiver or if any other circumstance exists hereunder that gives amendment involving all affected Lenders of a certain Class, the Borrowers Required Revolving Lenders or Required Term Loan Lenders of such Class, as applicable), but also requires the right to replace a Lender as a party heretoapproval of such Lender, then in any such case the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 Borrowers 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) in the case of any required assignment pursuant to clause (z), the assignee shall consent to the waiver, consent or amendment described in such clause (z). 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender is being replaced pursuant to Section 3.0118.15, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon notice to such Lender and the Administrative Facility Agent, require such Lender to (1) within three (3) Business Days of Borrower’s request, assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06Article XVI), all of its interests, rights and obligations under this Agreement and the related Loan Transaction Documents to an assignee that shall assume such obligations (which assignee may be another an existing Lender, if a such existing Lender accepts such assignment), and if the Lender being replaced shall refuse or fail to execute and deliver any such documentation required for assignment prior to the effective date of such replacement, the Facility Agent may, but shall not be required to, execute and deliver such assignment in the name and on behalf of the Lender being replaced and, irrespective of whether the Facility Agent executes and delivers such assignment documentation, the Lender being replaced shall be deemed to have executed and delivered such assignment documentation) or (2) terminate all of its interests, rights and obligations under this Agreement and the Transaction Documents and reduce the aggregate Commitments outstanding; provided that: (a) the Borrowers shall (A) if such Lender’s Commitments have paid been assigned pursuant to the Administrative Agent the assignment fee specified in Section 11.06(b); clause (b1) above, 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 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts); ) or (cB) in the case of any if such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made Lender’s Commitments have been terminated pursuant to Section 3.01clause (2) above, such assignment will result in Lender shall have received payment of all such amounts payable to it hereunder from the Borrower; provided that any non-pro rata payments to a reduction in such compensation or payments thereafterLender hereunder must be consented to by the Facility Agent; and (db) such assignment assignment, delegation or termination does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to applyApplicable Law.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower or such assignee shall have paid pay to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received receive payment of an amount equal to the outstanding principal of its Loans, Swingline Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 is reasonably expected to result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. Upon receipt by the Lender being replaced of all amounts required to be paid to it pursuant to this Section 10.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the replacement Lender 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 3.043.02, or if (ii) the Borrowers are 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, or if (iii) any Lender gives a notice pursuant does not consent to an amendment of the terms of this Agreement sought by the Borrower in accordance with the procedures set forth in Section 3.02, if 10.01 or (iv) any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLender, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 or Section 3.02) 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 Borrowers 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 3.02 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including excluding, in the case of any Defaulting Lender, any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, or if any Lender is a Defaulting fails to give its consent to any amendment, waiver or action for which consent of all Lenders, each Lender affected thereby or other similar formulation was required and Required Lenders consented, or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)Assignment Fee; (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 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. 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. (a) If any Lender requests compensation under Section 3.042.10, or (b) if the Borrowers are 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 3.015.04, and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 2.12, or (c) if any Lender gives is a notice Defaulting Lender, or (d) if any Revolving Lender is unable to obtain the necessary governmental approvals and/or licenses required to be obtained by such Revolving Lender pursuant to Section 3.026.04(b)(i)(B), or (e) subject to compliance with the applicable provisions of Section 12.12(b), if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoNon-Consenting Lender, then the Parent Borrower Borrowers may, at the 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 11.0612.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.10 or Section 5.04) and obligations under this Agreement and the related Loan Credit Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (ai) the Borrowers assignee Lender shall have executed and delivered an Assignment and Assumption Agreement and shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b)12.04; (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 Credit Documents (including any amounts under Section 3.052.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the 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 2.10 or payments required to be made pursuant to Section 3.015.04, such assignment will result in a reduction in such compensation or payments thereafter; and; (div) such assignment does not conflict with applicable Laws. A Applicable Law; and (v) in the case of any assignment resulting from a Lender shall not be required to make any such assignment or delegation if, prior thereto, as becoming a result of a waiver by such Lender or otherwiseNon-Consenting Lender, the circumstances entitling applicable assignee shall have consented to the Borrowers to require such assignment and delegation cease to applyapplicable amendment, waiver or consent.

Replacement of Lenders. If any Lender requests compensation under Section 3.042.12, or if the 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, or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02fund Loans hereunder, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoexercises their replacement rights under Section 11.02(d), then the Parent Borrower Borrowers may, at the Borrowers’ their 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 11.0611.04), all of its interests, rights 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 Borrowers shall have paid to the applicable Administrative Agent the assignment processing and recordation fee specified in Section 11.06(b11.04(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 Borrowers (in 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 LawsRequirements of 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.08 hereof, or if the Borrowers are 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 3.013.09 hereof, or if and, such Lender fails to withdraw any Lender gives a such notice pursuant to Section 3.02Borrower within 5 Business Days after Borrower’s request for such withdrawal, if any Lender then, provided no Default has occurred and is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretothen continuing, then the Parent Borrower may, at the Borrowers’ 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, in Section 11.0611.04 hereof), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.08 or 3.09 hereof) and obligations under this Agreement and the related Loan Documents to an assignee (other than Borrower, any Guarantors or their Affiliates) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: that (ai) the Borrowers Borrower shall have paid to received the prior written consent of Administrative Agent the assignment fee specified in Section 11.06(b); Agent, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents hereunder, (including any amounts under Section 3.05including, without limitation, all prepayment fees) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts); ; provided, however, that in the case of Borrower’s replacement of a Defaulting Lender for failure to fund Loans hereunder, the assignee or Borrower, as the case may be, shall hold back from such amounts payable to such Lender and pay directly to Administrative Agent, any payments due to Administrative Agent or the Non-Defaulting Lenders by Defaulting Lender under this Agreement, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 3.08 hereof or payments required to be made pursuant to Section 3.013.09 hereof, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Lawspayments. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b), unless the assignment is to replace a Defaulting Lender; (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 Borrowers 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 Applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.6(a), or if the Borrowers are 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 3.013.6(b) and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.6(a), or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLender, then the Parent Borrower may, at the Borrowers’ 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 11.0610.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.6(a) or Section 3.6(b)) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Institution that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b)10.6; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans accrued, 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 Borrowers 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 3.6(a) or payments required to be made pursuant to Section 3.013.6(b), such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable LawsRequirements of 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender is a Defaulting Lender, or if any Lender requests compensation under Section 3.043.2, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.5, or if any Lender gives a notice defaults in its obligation to fund Loans hereunder, or if any Lender fails to consent to any amendment or waiver request pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto10.1, then the Parent Borrower may, at the Borrowers’ 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 11.0610.5), 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: (ai) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)10.5; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Matured 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 3.053.4 unless such Lender is a Defaulting Lender) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 3.2 or payments required to be made pursuant to Section 3.013.5, such assignment will result in a reduction in such compensation or payments thereafter; and (div) such assignment does not conflict with applicable LawsLaw. 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 Borrowers 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 3.7 and to the extent permitted under applicable Law, each Lender hereby designates and appoints Administrative Agent as its 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.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.045.01, or if the Borrowers are 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, or if (ii) any Lender gives becomes a Defaulting Lender hereunder, (iii) any Lender provides a notice pursuant to Section 3.02, if 3.03(b) or (iv) any Lender is becomes a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoNon-Consenting Lender, then the Parent Borrower may, at the Borrowers’ 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 11.0612.04(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: that (aA) the Borrowers Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee specified in Section 11.06(b); Agent, which consent shall not unreasonably be withheld, (bB) 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 Borrowers Borrower (in the case of all other amounts); ) and (cC) 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; and (d) such assignment does not conflict with applicable Lawspayments. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Lender shall not be required to make any such assignment and delegation if such Lender is a Secured Swap Provider with any outstanding Swap Agreements with any Credit Party (to the extent obligations under such Swap Agreements constitute Indebtedness), unless on or prior thereto, all such Swap Agreements have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation.

Replacement of Lenders. If (w) any Lender requests compensation under Section 3.04, or if (x) the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if (y) any Lender is a Defaulting Lender or if (z) any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06; provided that the consent of the assigning Lender shall not be required in connection with any such assignment and delegation), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 3.01, Section 3.04, or Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.1, or if the Borrowers are 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 3.013.4 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.6(a), or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoNon-Consenting Lender, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0611.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or Section 3.4) 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 Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b)11.8; (bii) such Lender shall have received payment of an amount equal to the outstanding principal Outstanding Amount 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 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 3.1 or payments required to be made pursuant to Section 3.013.4, such assignment will result in a reduction in such compensation or payments thereafter; and; (div) such assignment does not conflict with applicable LawsLaw; and (v) 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. 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, or if (ii) the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if (iii) any Lender is a Defaulting Lender, or (iv) any Lender is unwilling to approve an increase in the Borrowing Base or if any other circumstance exists hereunder that gives amendment hereto which has been approved by the Borrowers the right Required Lenders but requires approval of such Lender to replace a Lender as a party heretobe effective, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansCommitted Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 case of an assignment resulting from clause (iv) above, such assignment will result in effectiveness of such increase or amendment; and (de) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. Each Lender 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 as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 10.13.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.04, or if (b) the Borrowers are 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 if (c) any Lender gives is at such time a Defaulting Lender or has given notice pursuant to Section 3.02, if 3.02 or (d) any Lender is becomes a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto“Nonconsenting Lender” (hereinafter defined), then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0610.06), all of its interestsinterest, rights and obligations under this Agreement and the related Loan Documents to an assignee selected by the Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Administrative Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 11.06(b10.06(b) (provided however, that the Administrative Agent may in its sole discretion elect to waive such processing and recordation fee in the case of any assignment); (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 Borrowers 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) neither the Administrative Agent nor any Lender shall be obligated to be or to find the assignee. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto and (y) the Required Lenders, Required Revolving Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any such Lender, who does not agree to such consent, waiver or amendment and whose consent would otherwise be required for such departure, waiver or amendment, shall be deemed a “Nonconsenting Lender.” Any such replacement shall not be deemed a waiver of any rights that the Borrower shall have against the replaced Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Nonconsenting Lender or otherwise pursuant to this Section 10.13, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.06. 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 10.06 on behalf of a Nonconsenting Lender or Lender replaced pursuant to this Section 10.13, and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.06.

Replacement of Lenders. If any Lender gives a notice under Section 3.02 or requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender, if Section 10.01(e) applies to any Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (aA) the Borrowers shall have paid to the Administrative Agent shall have received the assignment fee specified in Section 11.06(b10.06(b), unless waived by it as provided therein; (bB) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances and, accrued interest thereonother than in the case of a Defaulting Lender, 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 and any amounts payable by the Borrower then due pursuant to Section 3.01, 3.04 or 3.05 from the Borrower (it being understood that the Assignment and Assumption relating to such assignment shall provide that any interest and fees that accrued prior to the extent effective date of the assignment shall be for the account of the replaced Lender and such outstanding principal amounts that accrue on and accrued interest and fees) or after the Borrowers (in effective date of the case assignment shall be for the account of all other amountsthe replacement Lender); (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; and (dD) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section 10.13, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided, that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register. Notwithstanding the foregoing, if the Borrower elects to replace a Term Lender in connection with a Repricing Transaction, such Lender shall be entitled to the Prepayment Premium paid in accordance with Section 2.04(a)(ii).

Replacement of Lenders. If any Lender requests compensation under Section 3.042.17, or if the Borrowers are 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, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender Lender, or if any other circumstance exists hereunder Lender does not consent to a proposed amendment, waiver, consent or modification with respect to any Loan Document that gives requires the Borrowers consent of each Lender and that has been approved by the right to replace a Lender as a party heretoRequired Lenders, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse delegate (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.068.06), without recourse, all of its their interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b8.06(b); (b) such Lender shall have received payment of an amount equal to the aggregate outstanding principal amount of its LoansLC Disbursements and/or Revolving Advances, as the case may be, 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 LC Disbursements and/or Revolving Advances, as the case may be, and accrued interest and fees) or the Borrowers 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 2.17 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 (d) such assignment does not conflict with applicable Lawslaws. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required Company is entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to Section 3.013.06, or if any Lender gives is a notice Defaulting Lender, if the obligation of any Lender to make or continue Eurocurrency Rate Loans is suspended pursuant to Section 3.02, if any Lender is a Defaulting Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrowers Company the right to replace a Lender as a party hereto, then the Parent Borrower Company may, at the Borrowers’ 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 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Company shall have paid (or caused the Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b10.06(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 Borrowers Company or the 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; and (de) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior theretothereto and promptly after notice to such Lender of the Company’s intent to replace such Lender, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Company 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 Borrower 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, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if (iii) any Lender is a Defaulting Lender in breach of any of its obligations under this Agreement, or if (iv) any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.07), all of its interests, rights 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.07(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 Borrowers Borrower (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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.04 or delivers a notice described in Section 3.02, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b)10.06; (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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Any Lender being replaced pursuant to this Section 10.13 shall promptly (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.04, or if (b) the Borrowers are 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 if (c) any Lender gives is at such time a Defaulting Lender or has given notice pursuant to Section 3.02, if 3.02 or (d) any Lender is becomes a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto“Nonconsenting Lender” (hereinafter defined), then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0610.06), all of its interestsinterest, rights and obligations under this Agreement and the related Loan Documents to an assignee selected by the Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Administrative Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 11.06(b10.06(b) (provided however, that the Administrative Agent may in its sole discretion elect to waive such processing and recordation fee in the case of any assignment); (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 Borrowers 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) neither the Administrative Agent nor any Lender shall be obligated to be or to find the assignee. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto and (y) the Required Lenders, Required Revolving Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any such Lender, who does not agree to such consent, waiver or amendment and whose consent would otherwise be required for such departure, waiver or amendment, shall be deemed a “Nonconsenting Lender.” Any such replacement shall not be deemed a waiver of any rights that the Borrower shall have against the replaced Lender.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.04 or delivers a notice described in Section 3.02, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents (or, in the case of a consent which requires the consent of all Lenders under a particular Facility, all of its interests, rights and obligations under such Facility) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(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 Borrowers Borrower (in the case of all other amounts) (or, in the case of a consent which requires the consent of all Lenders under a particular Facility, such amounts solely with respect to such Facility); (cb) 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 (dc) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. Any Lender being replaced pursuant to this Section 10.13 shall promptly (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.1, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.2, if any Lender's obligations are suspended pursuant to Section 3.4 or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretofund Loans hereunder, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon 10 days' 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 11.0610), 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: (ai) the Borrowers shall have paid to Borrower pays the Administrative Agent the assignment fee specified in Section 11.06(b10(b)(vi); (bii) such the assigning Lender shall have received receives payment of an amount equal to the outstanding principal of its LoansLoans 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) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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; and (div) such assignment does not conflict with applicable LawsApplicable 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender, if any Lender shall fail to consent to any amendment or waiver requested by the Borrowers in accordance with the last paragraph of Section 10.01 or if any other circumstance exists hereunder that gives the Borrowers Parent the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Borrowers Administrative Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances and, accrued interest thereonother than in the case of a Defaulting Lender, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents Documents, any premium thereon (including any amounts under Section 3.05assuming for this purpose that the Loans of such Lender were being prepaid) from the assignee (and any amounts payable by the Borrowers pursuant to the extent of such outstanding principal and accrued interest and fees) Section 3.01, 3.04 or 3.05 from the Borrowers (in it being understood that the case Assignment and Assumption relating to such assignment shall provide that any interest and fees that accrued prior to the effective date of all other amountsthe assignment shall be for the account of the replaced Lender and such amounts that accrue on and after the effective date of the assignment shall be for the account of the replacement Lender); (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. 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 Borrowers Parent to require such assignment and delegation cease to apply. Each Lender agrees that, if Parent elects to replace such Lender in accordance with this Section 10.13, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided, that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register. Notwithstanding the foregoing, if Parent elects to replace a Lender in connection with a Repricing Transaction, such Lender shall be entitled to the Prepayment Premium paid in accordance with Section 2.05(a)(iii).

Replacement of Lenders. If any Lender requests compensation under Section 3.042.7A or 2.7B, or if the Borrowers are 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 3.012.7E, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender Lender, or if any other circumstance exists hereunder Lender has determined that gives the Borrowers the right it is unable to replace a Lender as a party heretomake, maintain or continue its Fixed Rate Loans in accordance with Section 2.6C hereof, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0610.1), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that: that (ai) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.1B(i)(e); , (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 3.052.6D) from the assignee such Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); , (ciii) such Eligible Assignee is able to make, maintain or continue, as applicable, Fixed Rate Loans, (iv) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.7A or 2.7B or payments required to be made pursuant to Section 3.012.7E, such assignment will result in a reduction in such compensation or payments thereafter; and , and (dv) such assignment does not conflict with applicable Applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.042.14, any Lender does not provide its consent in the case of any request of the Company where all Lenders are required to so consent (and the Required Lenders have consented thereto), or if the Borrowers are 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 3.012.16, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is becomes a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Company may, at the Borrowers’ its sole expense expenses 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 11.069.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (ai) the Borrowers Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b)9.6; (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 3.052.15) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 2.14 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; and (div) such assignment does not conflict with applicable Lawslaw. 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 Borrowers Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.042.14, any Lender does not provide its consent in the case of any request of the Company where all Lenders are required to so consent (and the Required Lenders have consented thereto), or if the Borrowers are 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 3.012.16, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is becomes a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Company may, at the Borrowers’ its sole expense expenses 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 11.069.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (ai) the Borrowers Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b)9.6; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Letters of Credit, if applicable, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.052.15) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 2.14 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; and (div) such assignment does not conflict with applicable Lawslaw. 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 Borrowers Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.2, or if the Borrowers are 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 3.013.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.7(a), or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoNon-Consenting Lender, then the Parent Borrower may, at the Borrowers’ 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 11.0610.5), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (ai) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)10.5; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Matured 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 3.053.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 3.2 or payments required to be made pursuant to Section 3.013.5, such assignment will result in a reduction in such compensation or payments thereafter; and; (div) such assignment does not conflict with applicable LawsLaw; and (v) in the case of any assignment resulting from any Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.045.1, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.015.2, if any Lender’s obligations are suspended pursuant to Section 5.4 or if any Lender gives a notice pursuant to Section 3.02, if any Lender is becomes a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLender, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon 15 days’ 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 11.0614.3), all of its interests, rights and obligations under this Agreement and the related Loan Documents Financing Agreements to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (ai) the Borrowers shall have paid to Borrower pays the Administrative Agent the assignment fee specified in Section 11.06(b)14.3(b)(vii) if such assignment is made to someone that is not already a Lender or an Affiliate of a Lender; (bii) such the assigning Lender shall have received receives payment of an amount equal to the outstanding principal of its Loansloans, accrued interest thereon, accrued fees and all other amounts then due or accrued and payable to it hereunder and under the other Loan Documents Financing Agreements (including any breakage costs and amounts required to be paid under Section 3.05this Agreement as a result of prepayment to a Lender) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 3.015.2, such assignment will result in a reduction in such compensation or payments thereafter; and (div) such assignment does not conflict with applicable LawsApplicable 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.2, or if the Borrowers are 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 3.013.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.7(a), or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoNon-Consenting Lender, then the Parent Borrower may, at the Borrowers’ 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 11.0610.5), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (ai) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)10.5; (bii) 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 3.053.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 3.2 or payments required to be made pursuant to Section 3.013.5, such assignment will result in a reduction in such compensation or payments thereafter; and; (div) such assignment does not conflict with applicable LawsLaw; and (v) in the case of any assignment resulting from any Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required Borrower is 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, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or a Non-Consenting Lender (including for these purposes a Lender who fails to provide consent under the provisions of Section 1.06) or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b10.06(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 Borrowers 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) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (b) 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, provided, further that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section 10.13 to the contrary, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

Replacement of Lenders. If any Lender requests compensation under Section 3.042.12, or if the Borrowers are Borrower is required to pay any additional amount or indemnity payment to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.15, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender Lender, or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoBorrower exercises its replacement rights under Section 10.02(d), then the Parent Borrower may, at the Borrowers’ 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 11.0610.04), all of its interests, rights 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment processing and recordation fee specified in Section 11.06(b10.04(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded 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 Borrowers 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 LawsRequirements of 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if Borrower elects to replace such Lender in accordance with this Section 2.16(b), it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, or if any Lender fails to consent to an amendment or modification to any Loan Document that requires the consent of all Lenders and is a Defaulting Lender or if any other circumstance exists hereunder that gives approved by the Borrowers the right to replace a Lender as a party heretoRequired Lenders, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, or if any Lender is a Defaulting Lender does not consent to any amendment or if waiver of any provision hereof or of any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLoan Document for which its consent is required under Section 10.01 after Required Lenders have consented thereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section Sections 3.06 or 3.01, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Parent Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (ai) the Borrowers Parent Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (bii) 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 Borrowers Parent 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; and (div) such assignment does not conflict with applicable LawsRequirements of 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 Borrowers to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrowers elect to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such non-consenting Lender to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, or if any Lender is a Defaulting Lender does not consent to any amendment or if waiver of any provision hereof or of any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLoan Document for which its consent is required under Section 10.01 after Required Lenders or applicable Required Class Lenders have consented thereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)10.06(b) shall have been paid to or waived by the Administrative Agent; (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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further, that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Lenders. If any Lender requests compensation under Section 3.042.12, or if the Borrowers are Borrower is required to pay any additional amount amounts to any Lender or any Governmental Authority Official Body 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 2.22(a), or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender hereunder or if becomes a Non- Consenting Lender, or any other circumstance exists hereunder that Lender gives the Borrowers the right to replace a Lender as a party heretonotice under Section 2.13, then the Parent Borrower may, at the Borrowers’ 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 11.068.07), all of its interests, rights 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b)8.07; (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances 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 3.058.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 Law; and (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. 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 Borrowers Borrower to require such assignment and delegation to cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, or if any Lender is delivers a Defaulting Lender notice under Section 2.15(c), or if any other circumstance exists hereunder that gives the Borrowers Company the right to replace a Lender as a party hereto, then the Parent Borrower Company may, at the Borrowers’ 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 11.0612.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee specified in Section 11.06(b12.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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. 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 Borrowers Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansRevolving Credit Loans and Term Loan, 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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (x) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, or if any Lender is does not consent to a Defaulting proposed amendment, waiver, discharge or termination with respect to any Loan Document that requires the consent of each Lender or if any other circumstance exists hereunder and that gives has been approved by the Borrowers the right to replace a Lender as a party heretoRequired Lenders, then the Parent Borrower may, at the Borrowers’ 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 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(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 Borrowers 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. (e) in the case of any such assignment resulting from a Lender’s failure to consent to a proposed amendment, waiver, discharge or termination with respect to any Loan Document, the applicable amendment, modification and/or waiver of this Agreement that the Borrower has requested shall become effective upon giving effect to such assignment (and any related assignments required to be effected in connection therewith in accordance with this Section 11.13). 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.042.12, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.012.14, or if any Lender gives becomes a notice pursuant to Section 3.02Defaulting Lender, or if any Lender is a Defaulting shall withhold its consent to any amendment to this Credit Agreement that requires the consent of all the Lenders or each affected Lender or if any other circumstance exists hereunder and that gives has been consented to by the Borrowers the right to replace a Lender as a party heretoRequired Lenders, then the Parent Borrower may, at the Borrowers’ 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 11.069.04), 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: (ai) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)9.04; (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 3.052.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 3.012.14, such assignment will result in a reduction in such compensation or payments thereafter; and (div) such assignment does not conflict with applicable Lawslaw. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section 2.16, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Notes issued in respect of such Lender’s Loans; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.01 or 3.06, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or a Restricted Lender (as defined below) or if any other circumstance exists hereunder that gives the Borrowers Company the right to replace a Lender as a party hereto, then the Parent Borrower Company may, at the Borrowers’ 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 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Company shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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; and; (d) such assignment does not conflict with applicable Laws; and (e) with respect to the replacement of a Restricted Lender, such assignment is requested within 90 days of such Lender’s failure to approve 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 Borrowers Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.04, or if 3.4; (b) the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if 3.1; (c) any Lender is a Defaulting Lender; (d) any Lender does not consent to a proposed amendment, waiver, consent or if release with respect to any Loan Document that requires the consent of each Lender by a date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), and such amendment, waiver, consent or release has otherwise been approved by the Required Lenders; or (e) any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0611.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b11.6(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, Pre-Funded L/C Deposit 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 Borrowers 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; and; (d) such assignment does not conflict with applicable Laws; and (e) with respect to any proposed amendment, waiver, consent or release contemplated by clause (d), such amendment, waiver, consent or release will be effected as a result of the assignment contemplated by this Section (together with all other such assignments required by the Borrower to be made pursuant hereto). 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, or if any Lender is a Defaulting Lender fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)Assignment Fee; (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 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. 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, or (ii) if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, (iii) if any Lender is a Defaulting Lender or (iv) if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees Loans and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) L/C Advances from the assignee and any amounts payable by the Borrower pursuant to Section 3.01, 3.04 or 3.05 from the Borrower (it being understood that the Assignment and Assumption relating to such assignment shall provide that any interest and fees that accrued prior to the extent effective date of the assignment shall be for the account of the replaced Lender and such outstanding principal amounts that accrue on and accrued interest and fees) or after the Borrowers (in effective date of the case assignment shall be for the account of all other amountsthe replacement Lender); (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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section 10.13, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if a Note has been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers (other than the Foreign Borrower) 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoNon-Consenting Lender, then the Parent Borrower Borrowers may, at the Borrowers’ their sole expense and efforteffort (in the case of the Canadian Borrower, only in respect of any Canadian Lender), 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents (other than its existing rights to payments pursuant to Section 3.01 and 3.04) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 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 Laws; and (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Lawsassignee shall have consented to 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.04, or if (b) the 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 if (c) any Lender gives is at such time a Defaulting Lender or has given notice pursuant to Section 3.02, if 3.02 or (d) any Lender is becomes a Defaulting Nonconsenting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender (as a party heretohereinafter defined), then the Parent Borrower Borrowers may, at the Borrowers’ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee selected by the Borrowers that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: that (ai) the Borrowers shall have paid to the Administrative Agent shall have received the assignment fee specified in Section 11.06(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 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 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 (div) such assignment does not conflict with applicable Laws; and (v) neither the Administrative Agent nor any Lender shall be obligated to be or to find the assignee. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (x) the Borrowers or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto and (y) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Nonconsenting Lender.” Any such replacement shall not be deemed a waiver of any rights that the Borrowers shall have against the replaced Lender. Each Lender agrees that if the Company exercises its option hereunder to cause an assignment by such Lender as a Nonconsenting Lender or otherwise pursuant to this Section 11.13, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.06. 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 11.06 on behalf of a Nonconsenting Lender or Lender replaced pursuant to this Section 11.13, and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.06.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.043.04 or gives notice pursuant to Section 3.02, or if (b) the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if (c) any Lender is a Defaulting Lender, (d) any Lender fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or any other Loan Document that requires the consent of a greater percentage of the Lenders than the Required Lenders and 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 Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b) except in the case of an assignment to another Lender, in which case the Administrative Agent shall waive the assignment fee specified in Section 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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount or Indemnified Tax to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, if any Lender is a Defaulting Restricted Lender (as defined below) or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C-BA 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 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) in the case of any such assignment by a Restricted Lender, the assignee must have approved in writing the substance of the amendment, waiver or consent which caused the assignor to be a Restricted Lender; and (de) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 Borrowers 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. 068800 000057 DALLAS 1872243.4 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender, if any Lender fails to make Loans for the reasons provided in Article 3, or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such assignment fee; (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 Borrowers 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. Any Lender being replaced pursuant to this Section 10.13 shall execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof. In connection with any such replacement, if any such 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 the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Lender, then such Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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, 3.01 or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or a Non-Extending Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (b) such assigning 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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.06. 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, such Lender shall be deemed to have executed and delivered such documentation as may be required to give effect to an assignment in accordance with Section 11.06.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.1, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.2, if any Lender’s obligations are suspended pursuant to Section 3.4 or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretofund Loans hereunder, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon 10 days’ 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 11.0610), all of its interests, rights and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (ai) the Borrowers shall have paid to Borrower pays the Administrative Agent the assignment fee specified in Section 11.06(b10.2(f); (bii) such the assigning Lender shall have received receives payment of an amount equal to the outstanding principal of its LoansLoans 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) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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; and (div) such assignment does not conflict with applicable LawsApplicable 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.04 or delivers a notice described in Section 3.02, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents (or, in the case of a consent which requires the consent of all Lenders under a particular Facility, all of its interests, rights and obligations under such Facility) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 Borrowers Borrower (in the case of all other amounts) (or, in the case of a consent which requires the consent of all Lenders under a particular Facility, such amounts solely with respect to such Facility); (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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Any Lender being replaced pursuant to this Section 10.13 shall promptly (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender Borrower is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right entitled to replace a Lender as a party heretopursuant to the provisions of Section 3.07, then the Parent Borrower may, at the Borrowers’ 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 11.0612.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related 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: (a) the Borrowers Borrower shall have paid (or cause the fee to be paid) to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b12.06(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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elect to replace such Lender in accordance with this Section 12.15, it shall promptly execute and deliver to the Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Agent any Note (if a Note has been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register. Notwithstanding anything in this Section to the contrary, the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 11.09.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.1, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.2, if any Lender’s obligations are suspended pursuant to Section 3.4 or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretofund Loans hereunder, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon 10 days’ 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 11.0610), 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: (ai) the Borrowers shall have paid to Borrower pays the Administrative Agent the assignment fee specified in Section 11.06(b10(b)(vi); (bii) such the assigning Lender shall have received receives payment of an amount equal to the outstanding principal of its LoansLoans 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) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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; and (div) such assignment does not conflict with applicable LawsApplicable 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.8, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority Agency for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.023.13(d), if any Lender is a Defaulting Lender or Non-Consenting Lender, or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0611.8), 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:: Table of Contents (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)11.8; (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 Borrowers 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 3.8 or payments required to be made pursuant to Section 3.013.13(d), such assignment will result in a reduction in such compensation or payments thereafter; (d) in the case of any Non-Consenting Lender, the Borrower shall concurrently replace all Non-Consenting Lenders; and (de) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any Lender delivers a notice described in Section 3.02, the Borrowers Loan Parties 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoNon-Consenting Lender, then the Parent Lead Borrower may, at the Borrowers’ (in the case of the Canadian Borrower, only in respect of any Canadian Lender) 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the applicable Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 in respect thereof and all other amounts payable to it hereunder and under the other Loan Documents in respect thereof (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the 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. 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04Sections 2.12, 2.16 or 2.17 or if the Borrowers are 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 3.012.20, or if any Lender gives a notice suspends the right of any Borrower to elect Eurodollar Rate Advances from such Lender pursuant to Section 3.022.18, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right defaults in its obligation to replace a Lender as a party heretofund Advances hereunder, then the Parent Borrower Company may, at the Borrowers’ 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 11.069.7), all of its interests, rights and obligations under this Agreement and the related Loan Documents (other than any outstanding CAF Advances held by it) 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 Borrowers Company shall have paid to received the prior written consent of the Administrative Agent the assignment fee specified in Section 11.06(b); Agent, which consent shall not unreasonably be withheld, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances (other than CAF 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) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); ) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 Sections 2.12 , 2.16 or 2.17 or payments required to be made pursuant to Section 3.012.20, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Lawspayments. 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 Borrowers Company to require such assignment and delegation cease to apply.. 37 42 ARTICLE III

Replacement of Lenders. If any Lender requests compensation under Section 3.042.12, or if the Borrowers are 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, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is becomes a Defaulting Lender Lender, or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoBorrower exercises its replacement rights under Section 10.02(d), then the Parent Borrower may, at the Borrowers’ 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 11.0610.04), all of its interests, rights 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment processing and recordation fee specified in Section 11.06(b10.04(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees (including all prepayment fees required under Section 2.05(c) as if the date of such replacement were the date of optional prepayment of such Lender’s Loans) and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) 2.13 and 2.15), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 LawsRequirements of 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.0413.1, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.0113.2, if any Lender’s obligations are suspended pursuant to Section 13.4 or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretofund Accommodations hereunder, then the Parent Borrower maymay either, at the Borrowers’ its 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 11.06Article 20), 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: (ai) the Borrowers shall have paid to Borrower pays the Administrative Agent the assignment fee specified in Section 11.06(b20.1(b)(vi); (bii) 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 Documentary Credits, 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) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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. 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are Company is required to pay any Indemnified Taxes or additional amount amounts to any Lender Recipient or any Governmental Authority for the account of any Lender Recipient pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrowers Company the right to replace a Lender as a party hereto, then the Parent Borrower Company may, at the Borrowers’ 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 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall Company will have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall will 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 Borrowers 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; and; (d) such assignment does not conflict with applicable Laws; and (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 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 Borrowers Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Lenders. If any Lender requests compensation under the Borrower is required pursuant to Section 3.04, 2.11 or if the Borrowers are required 2.13 to pay make any additional amount payment to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 3.012.13, or if any Lender gives and, with respect to a notice payment pursuant to Section 3.022.13, if such Lender has declined or is unable to designate a different lending office in accordance with Section 2.13(g) (any such Lender is being a Defaulting Lender or if any other circumstance exists hereunder that gives “Subject Lender”), the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentLenders 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 11.069.7), all of its interests, rights and obligations under this Agreement and the related Loan Credit Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that, in any event: (a) as to assignments requested by the Borrowers Borrower, the Borrower shall have paid to the Administrative Agent Lenders the assignment fee specified in Section 11.06(b)9.7; (b) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan 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 Borrowers Borrower (in the case of all other amounts, if applicable); (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 3.012.13, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable LawsLegal Requirements. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 3.044.4, or if (ii) the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.014.1, (iii) a single Lender does not consent to an amendment or if any Lender gives a notice waiver which, pursuant to Section 3.0211.1, if requires the consent of all Lenders, or (iv) any Lender is a an Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLender, then the Parent Borrower may, at the Borrowers’ 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 11.0611.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b11.6(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and LC 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 3.054.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 4.4 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; and (d) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives does not consent to a notice pursuant to Section 3.02, proposed amendment or waiver that requires the consent of each Lender or each affected Lender and such amendment or waiver has been approved by the Required Lenders or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLender, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon notice to such Lender and the Lead Administrative Agent, require such Lender to assign and delegatedelegate (and any such assignment and delegation shall become effective without the consent of such Lender subject to such assignment), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Lead Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.04, or if (b) the Borrowers are 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 if (c) any Lender gives is at such time a Defaulting Lender or has given notice pursuant to Section 3.02, if 3.02 or (d) any Lender is becomes a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto“Nonconsenting Lender” (hereinafter defined), then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee selected by the Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided , provided, that: (a) the Borrowers Administrative Agent shall have paid to the Administrative Agent received the assignment fee specified in Section 11.06(b10.06(b); (b) such replacement shall be deemed a voluntary prepayment of such Lender’s Loans and 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 3.052.03) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 LawsApplicable Law; and (e) neither the Administrative Agent nor any Lender shall be obligated to be or to find the assignee. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. In the event that (a) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto that in each case requires the consent of all of the Lenders or all affected Lenders and (b) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Nonconsenting Lender.” Any such replacement shall not be deemed a waiver of any rights that the Borrower shall have against the replaced Lender.

Replacement of Lenders. If any Lender requests compensation under Section 3.0410.01, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.0110.02, if any Lender’s obligations are suspended pursuant to Section 10.04, or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretofund Accommodations hereunder, then the Parent Borrower mayBorrowers may either, at the Borrowers’ 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 delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06Article 17), all of its interests, rights 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 Borrowers shall have paid to pay the Administrative Agent the assignment fee specified in Section 11.06(b17.01(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 Documentary Credits, 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 breakage costs of the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amountsassigning Lender); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 10.01 or payments required to be made pursuant to Section 3.0110.02, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable LawsLaw. A No Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b), unless the assignment is to replace a Defaulting Lender; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansTerm Loan, 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 Borrowers 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 Applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required Borrower is 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, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender, Declining Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender is a Rejecting Lender under Section 2.7(b) hereof, or any Lender requests compensation under Section 3.042.9 hereof, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.6 hereof, or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretofund Loans hereunder, then the Parent Borrower may, at the Borrowers’ 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 11.0611.7 hereof), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)11.7 hereof; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.053.5 hereof) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 2.9 hereof or payments required to be made pursuant to Section 3.013.6 hereof, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Lawslaw. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives is a notice pursuant to Section 3.02Defaulting Lender, or if any Lender is a Defaulting Lender does not consent to any amendment or if waiver of any provision hereof or of any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLoan Document for which its consent is required under Section 10.01 after Required Lenders or applicable Required Class Lenders have consented thereto, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b)10.06(b) shall have been paid to or waived by the Administrative Agent; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, funded Alternative Currency Risk Participations 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 Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further, that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Lenders. If any Lender requests compensation under Section 3.042.12, or if the Borrowers are 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, or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02fund Loans hereunder, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoBorrower exercises its replacement rights under Section 10.02(d), then the Parent Borrower may, at the Borrowers’ 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 11.0610.04), all of its interests, rights 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment processing and recordation fee specified in Section 11.06(b10.04(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 3.052.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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 LawsRequirements of 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender is a Non-Extending Lender under Section 2.15, or if any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender Lender, or if under any other circumstance exists hereunder circumstances set forth herein providing that gives the Borrowers Company shall have the right to replace a Lender as a party heretoto this Agreement, then the Parent Borrower Company may, at the Borrowers’ 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 11.0611.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Company shall have paid (or caused the applicable Borrower to pay) to the Administrative Agent the assignment fee specified in Section 11.06(b11.07(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 Borrowers Company or 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; and (d) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLender, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon notice to such Lender and/or Participant and the Administrative Agent, require such Lender and/or Participant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 or Section 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (b) such Lender and/or Participant 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 Borrowers 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. A Lender or Participant shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or Participant or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Lender shall not be required to make any such assignment and delegation if such Lender (or its Affiliate) is a Swap Lender with any outstanding Lender Swap Contract, unless on the date thereof or prior thereto, all such Lender Swap Contracts have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Co-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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if any other circumstance exists hereunder that gives the Co-Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Co-Borrowers may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Co-Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 Co-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) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (de) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Co-Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.04, or if (b) the 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 if (c) any Lender gives is at such time a Defaulting Lender or has given notice pursuant to Section 3.02, if 3.02 or (d) any Lender is becomes a Defaulting Nonconsenting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender (as a party heretohereinafter defined), then the Parent Borrower Borrowers may, at the Borrowers’ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee selected by the Borrowers that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: , provided, that (ai) the Borrowers shall have paid to the Administrative Agent shall have received the assignment fee specified in Section 11.06(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 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 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 (div) such assignment does not conflict with applicable Laws; and (v) neither the Administrative Agent nor any Lender shall be obligated to be or to find the assignee. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (x) the Borrowers or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto and (y) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Nonconsenting Lender.” Any such replacement shall not be deemed a waiver of any rights that the Borrowers shall have against the replaced Lender. Each Lender agrees that if the Company exercises its option hereunder to cause an assignment by such Lender as a Nonconsenting Lender or otherwise pursuant to this Section 11.13, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one (1) 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 11.06 on behalf of a Nonconsenting Lender or Lender replaced pursuant to this Section 11.13, and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.06.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are any Lender is unable to fund Eurodollar Rate Loans, if 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Opco may, at the Borrowers’ sole expense and efforteffort of the Borrowers, 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 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. 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if the Borrowers are required to indemnify any Lender or to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.06), all of its their interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(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 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 LawsLaws and (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. . If any Lender requests compensation under Section 3.04, or if the Borrowers are required Borrower is 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, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender, a Non-Consenting Lender or a Non-Extended Lender or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) notwithstanding anything set forth in Sections 2.12 and 2.13, so long as no Default known to the Borrower or Event of Default shall have occurred and be continuing, terminate all of such Lender’s Group Commitments and repay all Group Obligations of the Group Borrowers owing to such Lender and participations held by such Lender as of such termination date under all of the Group Facilities or (y) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement the Group Credit Agreements and the related Group 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: , in the case of this clause (a) y): the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(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 Group Credit Agreements and Group 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 Borrowers Borrower (in the case of all other amounts, including in connection with an assignment of Term B-4 Loans in connection with a Repricing Transaction, the premium, if any, that would have been payable by the Borrower on such date pursuant to Section 2.05(a)(iv) if such Lender’s Term Loans subject to such assignment had been prepaid on such date); (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; such assignment must be pro rata among the Group Facilities of the same Class; in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent, and in the case of an assignment resulting from a Lender becoming a Non-Extended Lender, the applicable assignee shall have consented to the applicable extension; and each Lender agrees that if it is replaced pursuant to this Section 10.13, it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such assignment and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Assumption; provided that the failure of any Lender replaced pursuant to this Section 10.13 to execute an Assignment and Assumption or deliver such Notes shall not render such assignment (and the corresponding assignment) invalid and such assignment shall be recorded in the Register and the Notes shall be deemed cancelled. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.045.01, or if the Borrowers are 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, or if it becomes unlawful for any Lender gives or its applicable lending office to make Eurodollar Loans, as described in Section 3.03, while a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as becomes a party heretoNon-Consenting Lender, then the Parent Borrower may, at the Borrowers’ 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 11.0612.04(b)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: that (ai) the Borrowers Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee specified in Section 11.06(b); Agent, which consent shall not unreasonably be withheld, (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 fees) or the Borrowers Borrower (in the case of all other amounts); ) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 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; and (d) such assignment does not conflict with applicable Lawspayments. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. (i) If any Lender requests compensation under Section 3.04, or if the 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 if any Lender gives a notice pursuant to Section 3.02, (ii) if any Lender is a Defaulting Lender or (iii) if any other circumstance exists hereunder that gives the Borrowers the right Lender fails to replace a Lender as a party heretogive its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, then the Parent Borrower Agent may, at the 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 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the 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 Applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same.

Replacement of Lenders. If any Lender requests compensation under Section 3.045.01, or if the Borrowers are 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 3.015.03, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.04, or if any Lender gives a notice pursuant to Section 3.02, if any Lender is becomes a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Non-Consenting Lender as a party heretohereunder, then the Parent Borrower may, at the Borrowers’ 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 11.0612.04(b), ) all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: that (ai) the Borrowers Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee specified in Section 11.06(b); Agent, which consent shall not unreasonably be withheld, (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 fees) or the Borrowers 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 5.01 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; and and (div) such in the case of any assignment does not conflict with from a Lender becoming a Non-Consenting Lender, the applicable Lawsassignee shall have consented to the applicable amendment, waiver, consent or Proposed Borrowing Base. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.04 or provides a notice under Section 3.02, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Non-Consenting Lender or a Defaulting Lender, or if any other circumstance exists hereunder that gives the Borrowers the right Borrower wishes to replace a Lender as a party heretopursuant to the last paragraph of Section 10.01, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. 3 If any Lender requests compensation under Section 3.043.1, or if the Borrowers are Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.013.2, if any Lender's obligations are suspended pursuant to Section 3.4 or if any Lender gives a notice pursuant defaults in its obligation to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretofund Loans hereunder, then the Parent Borrower may, at the Borrowers’ its sole expense and effort, upon 10 days’ 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 11.0610), 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: (ai) the Borrowers shall have paid to Borrower pays the Administrative Agent the assignment fee specified in Section 11.06(b10(b)(vi); (bii) such the assigning Lender shall have received receives payment of an amount equal to the outstanding principal of its LoansLoans 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) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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; and (div) such assignment does not conflict with applicable LawsApplicable 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. (a) If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender Lender, or if any other circumstance exists hereunder that gives the Borrowers Borrower the right to replace a Lender as a party hereto, then the Parent Borrower may, at the Borrowers’ 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 11.0611.06 (notwithstanding the foregoing, it being understood that such assignment shall not require the consent of such Lender), 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: (ai) the Borrowers Borrower shall have paid to the Administrative Agent the assignment processing and recordation fee specified in Section 11.06(b); (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansRevolving Loans and 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 Sections 3.01, 3.04 or 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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; and (div) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Borrower to require such assignment and delegation cease to apply. (b) Notwithstanding anything herein to the contrary, the Borrower may at any time terminate in full the Revolving Commitment of any Revolving Lender that is a Designated Lender (without any requirement of any reduction in the Revolving Commitments of any other Revolving Lenders) by giving notice to such Designated Lender and the Administrative Agent (which notice shall specify the effective date of such termination); provided, that (i) at the time of such termination, no Event of Default exists; (ii) concurrently with such termination, the Borrower shall pay to such Designated Lender an amount equal to the outstanding principal of its Revolving Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents; (iii) if, on the effective date of such termination, any Letter of Credit is outstanding, the conditions specified in Section 2.13(b) would be satisfied (after giving effect to such termination) were each such Letter of Credit issued on such date; and (iv) if, on the effective date of such termination, any Swingline Loan is outstanding, the conditions specified in Section 2.12(a) would be satisfied (after giving effect to such termination) were each such Swingline Loan to be made on such date. Upon satisfaction of the conditions specified in the foregoing clauses (i), (ii), (iii) and (iv), the Revolving Commitment of such Designated Lender shall terminate on the effective date specified in such notice, its participation in the LC Obligations and outstanding Swingline Loans (if any) shall terminate on such effective date and the participations of the other Revolving Lenders in the LC Obligations and outstanding Swingline Loans shall be redetermined as of such termination date as if the outstanding Letters of Credit had been issued, the LC Disbursements had been paid by the Issuing Bank, and the Swingline Loans had been advanced by the Swingline Lender, in each case on such termination date. The termination of the Revolving Commitment of a Designated Lender pursuant to this Section 11.13(b) shall not be deemed to be a waiver of any right that the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Designated Lender.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.04 or is unable to lend under Section 3.02, or if the 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b)(iii); (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 Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the 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 Applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.043.9, or if the Borrowers are 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, (and, in each case, such Lender has declined or if is unable to designate a different Lending Office in accordance with Section 3.17) or (b) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender gives a notice pursuant to Loan Document that has been approved by the Required Lenders as provided in Section 3.02, if 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 if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party heretoLender, then the Parent Borrower may, at the Borrowers’ 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 11.0611.3), all of its interests, rights and obligations under this Loan 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b11.3(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 3.053.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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; and; (div) such assignment does not conflict with applicable Laws; and (v) in the case of any such assignment resulting from a Non-Consenting Xxxxxx’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 the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Xxxxxx’s Commitments and outstanding Loans pursuant to this Section shall nevertheless be effective without the execution by such Non-Consenting Lender 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.043.04 or provides a notice under Section 3.02, or if the Borrowers are 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 if any Lender gives a notice pursuant to Section 3.02, if any Lender is a Defaulting Non-Consenting Lender or a Defaulting Lender, or if any other circumstance exists hereunder that gives the Borrowers the right Borrower wishes to replace a Lender as a party heretopursuant to the last paragraph of Section 10.01, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations 75911819_12 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 Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required Company is entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to Section 3.013.06, or if any Lender gives is a notice Defaulting Lender, if the obligation of any Lender to make or continue Eurocurrency Rate Loans is suspended pursuant to Section 3.02, if any Lender is a Defaulting Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrowers Company the right to replace a Lender as a party hereto, then the Parent Borrower Company may, at the Borrowers’ 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 11.0610.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b10.06(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 Borrowers (in the case of all other amounts)Company; (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; and (de) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior theretothereto and promptly after notice to such Lender of the Company’s intent to replace such Lender, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are 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 if any Lender gives is a notice Defaulting Lender (or if the Borrower is otherwise entitled pursuant to Section 3.02, if the provisions of this Agreement) or any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a non-consenting Lender as a party heretocontemplated by Section 10.01, then the Parent Borrower may, at the Borrowers’ 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 11.0610.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that: (a) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b10.06(b); (b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers 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. 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 Borrowers Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If any Lender requests compensation under Section 3.042.7, or if the Borrowers are either 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 this Section 3.016.3 and, in each case, such Lender has declined or if any Lender gives is unable to designate a notice pursuant to different lending office in accordance with Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto6.3(g) above, then the Parent Borrower Borrowers may, at the Borrowers’ 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 11.0612.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.7 or this Section 6.3) and obligations under this Agreement and the related Loan Transaction Documents to an assignee a Person eligible to be a Purchasing Committed Lender under Section 12.3(b) that shall assume such obligations (which assignee such Purchasing Committed Lender may be another Lender, if a such Lender accepts such assignment); provided that: (a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b); (bi) such Lender Affected Person shall have received payment of an amount equal to the outstanding principal of its LoansCommitment, accrued interest Accrued Interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Transaction Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and Accrued Interest and accrued interest and fees) or the Borrowers (in the case of all other amounts); (cii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.7 or payments required to be made pursuant to this Section 3.016.3, such assignment will result in a reduction in such compensation or payments thereafter; and (diii) such assignment does not conflict with applicable LawsLaw. 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 Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (a) any Lender requests compensation under Section 3.04, or if (b) the 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 if (c) any Lender gives is at such time a Defaulting Lender or has given notice pursuant to Section 3.02, if 3.02 or (d) any Lender is becomes a Defaulting Nonconsenting Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender (as a party heretohereinafter defined), then the Parent Borrower Borrowers may, at the Borrowers’ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee selected by the Borrowers that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: , provided, that (ai) the Borrowers shall have paid to the Administrative Agent shall have received the assignment fee specified in Section 11.06(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 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 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 (div) such assignment does not conflict with applicable Laws; and (v) neither the Administrative Agent nor any Lender shall be obligated to be or to find the assignee. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (x) the Borrowers or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto and (y) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Nonconsenting Lender.” Any such replacement shall not be deemed a waiver of any rights that the Borrowers shall have against the replaced Lender.