Common use of Replacement of the Lenders Clause in Contracts

Replacement of the Lenders. If (a) any Lender shall become a Defaulting Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a) or 2.11(b), (c) any Lender shall demand any payment under Sections 2.11(c), 2.11(d) or 2.12, (d) any Lender’s right to payment under Section 2.12 changes as a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lenders, then the Administrative Agent (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12, it must do so within 120 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lender). Upon receipt by any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Date.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a2.11(b) for a reason which is not applicable to any other Lender, or 2.11(b), (c) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.12, (d2.12(a) any Lender’s right to payment under Section 2.12 changes as for a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that reason which is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent applicable to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersother Lender, then the Administrative Agent may (ior upon the written request of the Borrowers if the Borrowers have located or identified a replacement Lender that is an Eligible Assignee and is reasonably acceptable to the Administrative Agent as contemplated below, shall use commercially reasonable efforts to) may replace such Lender (the “Affected affected Lender”), or cause such Affected affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower another lender (the “Replacement replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Loan Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks Borrowers seek to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower Borrowers (it being expressly agreed that in such circumstances it is the Borrower’s Borrowers’ obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Loan Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assignedassigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees and other amounts to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting Deteriorating Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a2.11(b) for a reason which is not applicable to any other Lender, or 2.11(b), (c) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.12, (d2.12(a) any Lender’s right to payment under Section 2.12 changes as for a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that reason which is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent applicable to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersother Lender, then the Administrative Agent may (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall use commercially reasonable efforts to) replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement affected Lender”), or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assignedassigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees and other amounts to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting LenderLender more than one time in a period of 12 consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five Business Days at any time, (c) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a) or 2.11(b(b), (cd) any Lender shall demand any payment under Sections 2.11(c), 2.11(d) or 2.12, 2.12 or (de) any Lender’s right to payment under Section 2.12 changes as a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that is not the Administrative Agent or an Affiliate then, if no Event of the Administrative Agent does not consent to any amendmentDefault shall have occurred and then be continuing, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lenders, then the Administrative Agent (i) may replace such Lender (the “Affected affected Lender”), or cause such Affected affected Lender to be replaced, replaced or (ii) upon the written request of the Borrower, the Administrative Agent shall replace cause such Affected affected Lender to be replaced, with an Eligible Assignee identified by the Borrower another lender (the “Replacement replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(aclauses (a) through 2.15(g)(d) of this Section 2.15), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement replacement Lender). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Date.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting LenderLender more than one (1) time in a period of twelve (12) consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five (5) Business Days at any time, (c) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a2.11(b) for a reason which is not applicable to any other Lender, or 2.11(b), (cd) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.12, (d2.12(a) any Lender’s right to payment under Section 2.12 changes as for a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that reason which is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent applicable to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersother Lender, then the Administrative Agent may (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall shall) replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement affected Lender”), or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line LoansObligations) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line LoansObligations) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assignedassigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting LenderLender more than one (1) time in a period of twelve (12) consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five (5) Business Days at any time, (c) any Lender shall suspend its obligation to make or maintain LIBOR Loans or LIBOR Portions pursuant to Section 2.11(a2.12(b) or 2.11(b)for a reason which is not applicable to any other Lender, (cd) any Lender shall demand any payment under Sections 2.11(cSection 2.12(c), 2.11(d2.12(d) or 2.12, (d2.13(a) for a reason which is not applicable to any Lender’s right to payment under Section 2.12 changes as a result of a Change in Law other Lender (unless all Lenders to which such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), reason is applicable are so replaced) or (e) any Borrower shall receive a notice from any applicable Governmental Authority that a Lender that is not no longer qualified or suitable to make Loans to such Borrower under the applicable Gaming Laws (and such Lender is notified by such Borrower and the Administrative Agent in writing of such disqualification), including because such Lender has been denied a license, qualification or an Affiliate finding of suitability or has failed to deliver information required under the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersapplicable Gaming Laws, then the Administrative Agent may (ior upon the written request of the Borrowers, shall) may replace such Lender (the “Affected affected Lender”), or cause such Affected affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower another lender (the “Replacement replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.152.16, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12, it must do so within 120 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lender)Borrowers. Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.152.16, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.152.16, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. If (a) any Lender shall become a Deteriorating Lender or Defaulting Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans or LIBOR Portions pursuant to Section 2.11(a2.11(b) or 2.11(b)for a reason which is not applicable generally to the other Lenders, (c) any Lender shall demand any payment under Sections Section 2.11(c), ) or 2.11(d) for a reason which is not applicable generally to other Lenders or 2.12, (d) any Lender’s right a Lender refuses to payment under consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 2.12 changes as a result 8.04 requires consent of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that is not the Administrative Agent or an Affiliate 100% of the Administrative Agent does not consent to any amendment, waiver Lenders or consent to any Credit Document for which 100% of the affected Lenders and the consent of the Required Lenders is has been obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent with respect to any such amendment, modification or waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersa “Non-Consenting Lender”), then the Administrative Agent (i) or the Borrower may replace such Lender (the “Affected affected Lender”), or cause such Affected affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower another lender (the “Replacement replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 60 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is reasonably acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent or the Borrower stating that the Administrative Agent is or the Borrower is is, as applicable, exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assignedassigned or such other amount as is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees (including any Prepayment Premium, if applicable) to which it is entitled through (and to the extent such affected Lender fails to execute an Assignment DateAgreement as provided in this Section 2.15, such assignment shall be deemed to have occurred without the need to execute and deliver such Assignment Agreement); provided, however, that if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this Section 2.15 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting LenderLender more than one (1) time in a period of twelve (12) consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five (5) Business Days at any time, (c) any Lender shall suspend its obligation to make or maintain LIBOR Loans or LIBOR Portions pursuant to Section 2.11(aSECTION 2.12(b) or 2.11(b)for a reason which is not applicable to any other Lender, (cd) any Lender shall demand any payment under Sections 2.11(cSECTION 2.12(c), 2.11(d2.12(d) or 2.12, (d2.13(a) for a reason which is not applicable to any Lender’s right to payment under Section 2.12 changes as a result of a Change in Law other Lender (unless all Lenders to which such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), reason is applicable are so replaced) or (e) any Borrower shall receive a notice from any applicable Governmental Authority that a Lender that is not no longer qualified or suitable to make Loans to such Borrower under the applicable Gaming Laws (and such Lender is notified by such Borrower and the Administrative Agent in writing of such disqualification), including because such Lender has been denied a license, qualification or an Affiliate finding of suitability or has failed to deliver information required under the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersapplicable Gaming Laws, then the Administrative Agent may (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the BorrowerBorrowers, the Administrative Agent shall shall) replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement Lender”"AFFECTED LENDER"), or cause such affected Lender to be replaced, with another lender (the "REPLACEMENT LENDER") satisfying the requirements of an Assignee Lender under Section SECTION 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15SECTION 2.16, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section SECTION 8.05(c); providedPROVIDED, howeverHOWEVER, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12, it must do so within 120 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lender)Borrowers. Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the 67 replacement right set forth in this Section 2.15SECTION 2.16, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15SECTION 2.16, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section SECTION 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s 's Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting Deteriorating Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans or LIBOR Portions pursuant to Section 2.11(a2.11(b) or 2.11(b)for a reason which is not applicable generally to the other Lenders, (c) any Lender shall demand any payment under Sections Section 2.11(c), ) or 2.11(d) for a reason which is not applicable generally to other Lenders or 2.12, (d) any Lender’s right a Lender refuses to payment under consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 2.12 changes as a result 8.04 requires consent of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that is not the Administrative Agent or an Affiliate 100% of the Administrative Agent does not consent to any amendment, waiver Lenders or consent to any Credit Document for which 100% of the affected Lenders and the consent of the Required Lenders is has been obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent with respect to any such amendment, modification or waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersa “Non-Consenting Lender”), then the Administrative Agent (i) or the Borrowers may replace such Lender (the “Affected affected Lender”), or cause such Affected affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower another lender (the “Replacement replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks Borrowers seek to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 one hundred eighty (180) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower it first receives notice knows of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower Borrowers (it being expressly agreed that in such circumstances it is the Borrower’s Borrowers’ obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is reasonably acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent or the Borrowers stating that the Administrative Agent is or the Borrower is Borrowers are, as applicable, exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assignedassigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through entitled; provided, however, that if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the Assignment Dateconsent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this Section 2.15 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting LenderLender more than one (1) time in a period of twelve (12) consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five (5) Business Days at any time, (c) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a2.11(b) for a reason which is not applicable to any other Lender, or 2.11(b), (cd) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.12, (d2.12(a) any Lender’s right to payment under Section 2.12 changes as for a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that reason which is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent applicable to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersother Lender, then the Administrative Agent may (ior upon the written request of the Borrower, shall) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower another lender (the “Replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such the Affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line LoansObligations) to the Replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement LenderLender that is an Eligible Assignee and is acceptable to the Administrative Agent). Upon receipt by any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line LoansObligations) to the Replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such the Affected Lender’s Loans so sold and assignedassigned or such other amount is agreed to by such Affected Lender and such Replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through entitled. Notwithstanding the Assignment Dateforegoing, if the Affected Lender is also the L/C Issuer (the “Affected L/C Issuer”), the replacement of the Affected L/C Issuer with a Replacement Lender that has agreed to become the L/C Issuer (the “Replacement L/C Issuer”) shall not be effective until the date on which all the following conditions are satisfied: (a) the original copy of all Letters of Credit issued by the Affected L/C Issuer shall have been returned to Affected L/C Issuer and cancelled (or the Administrative Agent, the Borrower, the Affected L/C Issuer and the Replacement L/C Issuer shall have agreed in writing to an alternative arrangement) and (b) the Replacement L/C Issuer shall have agreed to serve as the L/C Issuer and shall have executed such documentation acceptable to the Administrative Agent and the Borrower to reflect such agreement. Upon the effective date of a Replacement L/C Issuer becoming the L/C Issuer, (A) such Replacement L/C Issuer shall succeed to and become vested with all of the rights, powers, privileges and duties of the Affected L/C Issuer, (B) the Affected L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under the other Credit Documents, and (C) the Replacement L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such replacement.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting LenderLender more than one (1) time in a period of twelve (12) consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five (5) Business Days at any time, (c) suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a2.11(b) for a reason which is not applicable to any other Lender, or 2.11(b), (cd) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.12, (d2.12(a) any Lender’s right to payment under Section 2.12 changes as for a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that reason which is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent applicable to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersother Lender, then the Administrative Agent may (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall shall) replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement affected Lender”), or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.152.14, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lenderreplacement Lender that is reasonably acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.152.14, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.152.14, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. (a) If (ai) any Lender shall become a Defaulting Lender, (bii) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a2.11(b) or 2.11(b)for a reason which is not applicable to any other Lender, (ciii) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.122.12(a) and, (d) any Lender’s right to payment under Section 2.12 changes as a result of a Change in Law (unless each case, such Lender confirms has declined or is unable to the Borrower that it will not seek any additional amounts as designate a consequence of such Change different lending office in Law), accordance with Section 2.15(b) or (eiv) any Lender that is has not the Administrative Agent consented to a proposed change, waiver, discharge or an Affiliate termination of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent provisions of the Required Lenders is obtained but this Agreement as contemplated by Section 8.04 that requires the consent of all Lenders, (f) any Revolving Lenders or each Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for affected thereby and which the consent of has been approved by the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersas provided in Section 8.04, then the Administrative Agent may (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, if the Borrower has located or identified a replacement Lender that is an Eligible Assignee and is reasonably acceptable to the Administrative Agent as contemplated below, shall use commercially reasonable efforts to) replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement affected Lender”), or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that that, in each case, if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s 's obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s 's Loans so sold and assignedassigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees and other amounts to which it is entitled through entitled. (b) If any Lender requests compensation under Section 2.11(c) or 2.11(d), or requires the Assignment DateBorrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.11(c), 2.11(d) or 2.12, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans or LIBOR Portions pursuant to Section 2.11(a2.11(b) for a reason which is not applicable to any other Lender, or 2.11(b), (c) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.12, (d2.12(a) any Lender’s right to payment under Section 2.12 changes as for a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that reason which is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent applicable to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersother Lender, then the Administrative Agent may (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall use commercially reasonable efforts to) replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement affected Lender”), or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s 's obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s 's Loans so sold and assignedassigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees and other amounts to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans requests compensation pursuant to Section 2.11(a2.9(1) or 2.11(b2.9(6), (c) any Lender shall demand any payment under Sections 2.11(c), 2.11(d) or 2.12, (d) any Lender’s right obligation to Continue Loans of any Type, or to Convert Loans of any Type into the other Type of Loan, shall be suspended pursuant to Section 2.9(2) or 2.9(3) (any such Lender requesting such compensation, or whose obligations are so suspended, being herein called a “Requesting Lender”), Borrower, upon three (3) Business Days’ notice, may require that such Requesting Lender assign all of its right, title and interest under this Agreement and such Requesting Lender’s Note to any bank or other financial institution (a “Proposed Lender”) identified by Borrower that is reasonably satisfactory to Administrative Agent, provided that (i) such Proposed Lender agrees to assume all of the obligations of such Requesting Lender hereunder, and to purchase all of such Requesting Lender’s Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Lender’s Loans, together with interest thereon to the date of such purchase (to the extent not paid by Borrower), and satisfactory arrangements are made for payment to such Requesting Lender of all other amounts accrued and payable hereunder to such Requesting Lender as of the date of such transfer (including any fees accrued hereunder and any Breakage Costs that would be payable under Section 2.12 changes 2.9(5) as if all of such Requesting Lender’s Loans were being prepaid in full on such date) and (ii) if such Requesting Lender has requested compensation pursuant to Section 2.9(1) or 2.9(6), such Proposed Lender’s aggregate requested compensation, if any, pursuant to Section 2.9(1) or 2.9(6) with respect to such Requesting Lender’s Loans is lower than that of the Requesting Lender. Subject to the provisions of Section 12.23(2), such Proposed Lender shall be a “Lender” for all purposes hereunder. Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements of Borrower contained in Sections 2.9(1), 2.9(6), 9.12 and 12.5 (without duplication of any payments made to such Requesting Lender by Borrower or the Proposed Lender) shall survive for the benefit of such Requesting Lender under this Section 2.9(7) with respect to the time prior to such replacement. A Requesting Lender shall not be required to make any such assignment if, prior thereto, as a result of a Change in Law waiver by such Requesting Lender or otherwise, the circumstances entitling Borrower to require such assignment cease to apply. Each Requesting Lender required to make an assignment pursuant to this Section 2.9(7) shall promptly execute and deliver an Assignment and Acceptance with the applicable Proposed Lender. If such Replacement Lender does not execute and deliver to Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within ten (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence 10) Business Days after receipt of such Change in Law)notice, after the later of (eA) any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for date on which the consent of Proposed Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (B) the Required Lenders is obtained but that requires the consent of date on such Requesting Lender receives all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lenders, then the Administrative Agent payments described in clause (i) may replace above, then such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Requesting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and Borrower shall be entitled (but not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loansobligated) to the Replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise execute and deliver such right as a result of a Lender request for payment under Section 2.12, it must do so within 120 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice of the occurrence of the event or events giving rise to Assignment and Acceptance and/or such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lender). Upon receipt by any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount documentation on behalf of such Affected Requesting Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Date.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Rate Loans pursuant to Section 2.11(a2.11(b) for a reason which is not applicable to any other Lender, or 2.11(b), (c) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.12, (d2.12(a) any Lender’s right to payment under Section 2.12 changes as for a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that reason which is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent applicable to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersother Lender, then the Administrative Agent may (ior upon the written request of the Borrower if the Borrower has located or identified a replacement Lender that is an Eligible Assignee and is reasonably acceptable to the Administrative Agent as contemplated below, shall use commercially reasonable efforts to) may replace such Lender (the “Affected affected Lender”), or cause such Affected affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower another lender (the “Replacement replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assignedassigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees and other amounts to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting Deteriorating Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a2.11(b) for a reason which is not applicable to any other Lender, or 2.11(b), (c) any Lender shall demand any payment under Sections Section 2.11(c), 2.11(d) or 2.12, (d2.12(a) any Lender’s right to payment under Section 2.12 changes as for a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that reason which is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent applicable to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lendersother Lender, then the Administrative Agent may (ior upon the written request of the Borrower if the Borrower has located or identified a replacement Lender that is an Eligible Assignee and is reasonably acceptable to the Administrative Agent as contemplated below, shall use commercially reasonable efforts to) may replace such Lender (the “Affected affected Lender”), or cause such Affected affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower another lender (the “Replacement replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(a) through 2.15(g)), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 sixty (60) days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event after it first knows or events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lenderreplacement Lender that is an Eligible Assignee and is acceptable to the Administrative Agent). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assignedassigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its ratable share of all fees and other amounts to which it is entitled through the Assignment Dateentitled.

Replacement of the Lenders. If (a) any Lender shall become a Defaulting LenderLender more than one time in a period of 12 consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five Business Days at any time, (c) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(a2.12(a) or 2.11(b(b), (cd) any Lender shall demand any payment under Sections 2.11(c2.12(c), 2.11(d2.12(d) or 2.122.13, or (de) any Lender’s right to payment under Section 2.12 2.13 changes as a result of a Change in Law (unless such Lender confirms to the Borrower that it will not seek any additional amounts as a consequence of such Change in Law), (e) any Lender that is not the Administrative Agent or an Affiliate then, if no Event of the Administrative Agent does not consent to any amendmentDefault shall have occurred and then be continuing, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (f) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (g) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lenders, then the Administrative Agent (i) may replace such Lender (the “Affected affected Lender”), or cause such Affected affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative Agent shall replace cause such Affected affected Lender to be replaced, with an Eligible Assignee identified by the Borrower another lender (the “Replacement replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, such Assignee Lender shall not be subject to the circumstances described in Section 2.15(aclauses (a) through 2.15(g)(d) of this Section 2.16), by having such Affected the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.152.16, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower seeks to exercise such right as a result of a Lender request for payment under Section 2.12right, it must do so within 120 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or events giving rise to a Lender’s right to payment under Section 2.122.13) after the Borrower first receives notice of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement replacement Lender). Upon receipt by any Affected affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.152.16, such Affected affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.152.16, participations in L/C Obligations and in Swing Line Loans) to the Replacement replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected the affected Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Date.