Common use of Substitution of Lender Clause in Contracts

Substitution of Lender. Should any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (iid) otherwise fail to make a Loan, (iii) fail to provide any payment of Taxes by the forms or other documentation Borrower is required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)2.11 hereof, or (viiie) refuse to give timely consent to an in connection with any proposed amendment, modification waiver or waiver consent requiring the consent of “all of the Financing Documents thatLenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.19, each Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 12.112.7(a)(ii) of this Agreement, requires consent if any, if the Borrower prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Agreement and the consent other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of at least which the Required Lenders assignment purchase price has been obtained been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Replaced Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to the Borrower, to Administrative Agent the Agent, the Issuing Bank, Swingline Lender or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain SOFR Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (iid) otherwise fail to make a Loan, (iii) fail to provide any payment of Taxes by the forms or other documentation Borrowers is required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)2.11 hereof, or (viiie) refuse to give timely consent to an in connection with any proposed amendment, modification waiver or waiver consent requiring the consent of “all of the Financing Documents thatLenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrowers shall have the right, if no Default or Event of Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.19, each Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 12.112.7(a)(ii) of this Agreement, requires consent if any, if the Borrowers prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers under this Agreement and the consent other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of at least which the Required Lenders assignment purchase price has been obtained been, or is concurrently being, paid) shall be paid in full by the Borrowers to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Replaced Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Borrowers, to Administrative Agent the Agent, the Issuing Bank, Swingline Lender or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative Agent the Agent, Issuer or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Borrower shall have the right, if no Default then exists, to replace such Lender (a "REPLACED LENDER") with one or more other lenders (collectively, the "REPLACEMENT LENDER") acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 3.4, if any, if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrower then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent if so requested by the Replacement Lender, delivery to the Replacement Lender of all of any appropriate promissory note or notes executed by the Lenders Borrower, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 9.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to the Borrower, to Administrative any Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Loans has been suspended pursuant to Section 2.12, (ib) be any Lender has demanded compensation under Section 2.11 or 2.14, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent or (d) any Lender is a Defaulting Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent; provided that: (i) at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Acceptance Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all accrued and unpaid fees owing to the Replaced Lender and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 8.04(c) if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; and (ii) otherwise fail all obligations of the Borrower owing to make a Loanthe Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Acceptance Agreements, (iiiII) fail the payment of amounts referred to provide the forms or other documentation required in clauses (i) and (ii) above and (III) if so requested by Section 3.4(f) in violation of its obligations under this Financing Agreementa Replacement Lender, (iv) be unable delivery to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver such Replacement Lender of the Financing Documents thatappropriate Note or Notes executed by the Borrower, pursuant to Section 12.11, requires consent of all of the Lenders each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should In the event that the Borrower becomes obligated to pay additional amounts to any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.112.11, requires consent of all 2.12 or 2.13, or if any Lender defaults in its obligation to fund Loans hereunder on three or more occasions, the Borrower may, within 60 days of the Lenders demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the consent provisions of at least the Required Lenders has been obtained with respect thereto Section 11.6, designate an Eligible Assignee (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to the Administrative Agent and that shall be willing the Issuing Bank) to purchase and assume the Substitutable Lender’s all its interests, rights and obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed Documents, without recourse to make but without assuming any liability or warranty by or expense to, such Lender, for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject a purchase price equal to the provisions outstanding principal amount of the next following sentencesuch Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees, Term‑Out Fees and LC Fees in respect of such Person shall be substituted for the Substitutable Lender hereunder upon execution Lender's Commitment and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be any other amounts payable to such PersonLender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. Nothing The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in (and no action taken the event that a Lender is replaced pursuant to) to this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders 2.16 as a result of its failure the Borrower becoming obligated to makepay additional amounts to such Lender pursuant to Section 2.11, maintain 2.12 or continue 2.13, such LoanLender shall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Advances has been suspended pursuant to Section 2.13, (b) any Lender has demanded compensation under Section 2.12 or 2.15, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, (d) any Lender defaults in its obligations to fund Advances hereunder or (e) any Lender shall be a Non-Extending Lender, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more Eligible Assignee(s), (each, a "Replacement Lender") acceptable to the Administrative Agent, provided that: (i) be a Defaulting at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Acceptance Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 8.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Acceptance Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, or Yield Protection under Section 2.20 of this Agreement or a payment for a change in Capital Adequacy Regulations under Section 2.21 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender or (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, the Borrower shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) be a Defaulting at the time of any replacement pursuant to this Section 2.19, each Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (iiB) otherwise fail the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to make a Loan, the Replaced Lender hereunder and (iiiC) fail the amount which would be payable by the Borrower to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.112.7(a)(ii) of this Agreement, requires consent if any, if the Borrower prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Agreement and the consent other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of at least which the Required Lenders assignment purchase price has been obtained been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Replaced Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to the Borrower, to Administrative Agent the Agent, the Issuing Bank, Swingline Lender or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 (ior the obligation to accept Bankers’ Acceptances has been suspended pursuant to Section 2.03(g)) or any Lender has demanded and is continuing to demand compensation under Section 8.03(a) or 8.03(b) or Section 8.04, the affected Borrower may elect to substitute another financial institution (or financial institutions) (which may be one or more of the Lenders) for such Lender, whereupon such Borrower shall so notify the applicable Administrative Agent, each applicable Issuing Lender and such Lender. If the applicable Issuing Lenders advise the applicable Administrative Agent that they consent to the substitution of each proposed substitute financial institution (which consent will not be unreasonably withheld or delayed), then such substitute financial institution or financial institutions may purchase the Loans and Letter of Credit Liabilities and assume the Commitment of the Lender demanding compensation; provided that, on or prior to such purchase and assumption, each such substitute financial institution shall have executed and delivered to the applicable Administrative Agent an instrument, in form and substance satisfactory to such Administrative Agent, agreeing to be bound by the terms of this Agreement and assuming all (or the relevant portion of) the obligations under this Agreement of the Lender demanding compensation and the applicable Borrower shall have paid to such Administrative Agent the administrative fee of $3,500 referred to in Section 9.07(b) for processing such assignment. Upon the receipt by such Administrative Agent of such instrument from each such substitute financial institution, each such substitute financial institution shall become a Lender for purposes of this Agreement, and the Lender demanding compensation shall (with respect to such assigned Loans and Commitments) no longer be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide Lender hereunder; provided that the forms Lender demanding compensation shall not be deprived of any of its rights or other documentation required by Section 3.4(f) in violation released from any of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained Agreement with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or to any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject period prior to the provisions of the next following sentence, date on which such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loansubstitution becomes effective.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Rate Syndicated Loans has been suspended pursuant to Section 3.8 or 2.10 when not all Lenders obligations have been suspended, (ib) be any Lender has demanded compensation under Section 3.7 or (c) any Lender is a Defaulting Lender, the Borrowers shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other Lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.10, the Replacement Lender shall enter into one or more Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 2.3 and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.9 if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignment and Acceptances, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes, if any, executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Advances made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Borrowers, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should In the event that the Borrower becomes obligated to pay additional amounts to any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.112.10, requires consent of all 2.12, 2.13 or 2.16, or if any Lender defaults in its obligation to fund Loans hereunder on three or more occasions, the Borrower may, within 60 days of the Lenders demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and the consent of at least the Required Lenders has been obtained subject to and in accordance with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of Section 11.7, designate an Eligible Assignee to purchase the next following sentenceLoans of such Lender and such Lender's rights hereunder, without recourse to or warranty by or expense to, such Person shall be substituted Lender, for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable a purchase price equal to the Substitutable Lender shall thereafter be outstanding principal amount of such Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees and Utilization Fees in respect of such Lender's Commitment and any other amounts payable to such PersonLender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. Nothing The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in (and no action taken the event that a Lender is replaced pursuant to) to this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders 2.19 as a result of its failure the Borrower becoming obligated to makepay additional amounts to such Lender pursuant to Section 2.10, maintain 2.12, 2.13 or continue 2.16, such LoanLender shall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.8 when not all Lenders' obligations have been suspended (ii) any Lender has demanded compensation under Section 3.9 or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.12, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.9 or 3.11 if the Borrowers prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (y) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (x) and (y) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9, 3.11 and 9.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Borrowers, to Administrative the Agent or any other Lender. Each Lender agrees to take such actions, at the other Lenders Company's expense, as may be reasonably necessary to effect the foregoing if it shall become a result of its failure to make, maintain or continue such LoanReplaced Lender.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agents, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Borrowers, the Replacement Lender 42 49 shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative either Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should (a) In the event any Borrower is required to pay any additional amounts pursuant to subsections 7.10 or 7.11(a), such Borrower may, so long as no Event of Default has occurred and is continuing, require any Lender claiming such additional amounts, upon five Business Days' prior written notice from such Borrower, to assign the entire then outstanding principal amount of the Loans owing to such Lender and the entire Revolving Credit Commitment (and, if applicable, Multicurrency Commitment and Alternate Currency Facility) of such Lender to another bank or financial institution selected by such Borrower and, if such bank or financial institution is not then a Lender, reasonably satisfactory to the Administrative Agent. Any such assignment shall be effected in accordance with subsection 15.6(c) and, as a condition to such assignment, such Borrower shall pay all amounts due to such Lender hereunder on the effective date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, for any reason, deliver all forms and certificates required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or withholding for or on account of, any Non-Excluded Taxes, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lender, upon five Business Days' prior written notice from the U.S. Borrower, to assign the entire then outstanding principal amount of the Multicurrency Loans owing to such Multicurrency Lender and the entire Multicurrency Commitment of such Multicurrency Lender to another Lender selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding Revolving Credit Loans owing to such assignee Lender equal to the lesser of (i) be a Defaulting Lender, the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and (ii) otherwise fail the aggregate outstanding principal amount of Revolving Credit Loans owing to make such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 15.6(c) and, as a Loancondition to such assignment, (iii) fail to provide simultaneously with such assignment, the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans U.S. Borrower shall pay all amounts due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders assignor Multicurrency Lender and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable assignee Lender hereunder upon execution and delivery to Administrative Agent on the effective date of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanassignments.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Loans has been suspended pursuant to Section 3.3 when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so, (c) any Lender is a Defaulting Lender, or (d) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document which requires the consent of all affected Lenders and with respect to which the Required Lenders shall have granted their consent, the Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (collectively, the “Replacement Lender”) acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; provided, that, no Defaulting Lender shall be entitled to compensation under clause (C) or under Section 3.4 upon any such payment, and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) any Lender (i) be a Defaulting Lenderhas demanded compensation or additional interest or given notice of its intention to demand compensation or additional interest under Section 8.3, (iib) otherwise fail the Borrower is required to pay any additional amount to any Lender under Section 2.12, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties, (f) any Lender shall seek to avoid its obligation to make a Loanor maintain Term Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (iiin) fail to provide the forms or other documentation required by Section 3.4(f(1) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(aB), (vg) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower or payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, (vi) claim increased costs under Section 3.6(c) or Section 3.6(d)other reimbursement or indemnification of any Lender, (vii) claim any right to payment under Section 3.4(d)as a result thereof, or (viiih) refuse any Lender shall decline to give timely consent to an amendment, a modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent terms of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower this Agreement or any other Credit Documents requested by the Borrower, then and in such event, upon request from the Borrower delivered to such Lender, and the Administrative Agent, such Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to makeassign, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a commercial banking institution other than a Lender) reasonably satisfactory to the Administrative Agent, such Person shall be substituted in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.12, 3.3, 8.3 and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan10.13.

Substitution of Lender. Should (a) In the event that the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Sections 3.6, 3.7 or 3.10 in an aggregate amount in excess of $50,000, the Borrower may, within 60 days of the demand by such Lender for such additional amounts in excess of $50,000, (i) request one or more of the other Lenders to elect to increase its Commitment by an amount up to the amount of the Commitment of such Lender (a "Selling Lender") and purchase the Revolving Credit Loans of such Selling Lender subject to the written consent of the Agent which shall not be a Defaulting Lender, unreasonably withheld or (ii) otherwise fail to make designate another lender (such lender, a Loan, (iii"Replacement Lender") fail to provide upon the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely written consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders Agent which shall not be unreasonably withheld and the consent of at least the Required Lenders has been obtained with respect thereto Replacement Lender (in each case, a “Substitutable other than such Selling Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Commitment, and purchase the Revolving Credit Loans, of such Selling Lender’s obligations . Upon the Commitment and Revolving Credit Loans of such Selling Lender being taken up by a Replacement Lender, such Replacement Lender shall assume the Commitment and Revolving Credit Loans of such Selling Lender by purchasing such Selling Lender's Revolving Credit Note without recourse or warranty (except as to the amount due thereon, its title to such Revolving Credit Note and its right to sell the same), at a price in immediately available funds equal to the outstanding principal balance of such Selling Lender's Revolving Credit Loans, together with accrued and unpaid interest thereon to the date of such assumption and purchase, accrued and unpaid Commitment Fees due to such Selling Lender and any other amounts due to such Selling Lender under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Documents. Effective upon such sale, each Replacement Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted deemed to be a "Lender" for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent purposes of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and such Selling Lender shall cease to be a "Lender" for all principalpurposes of this Agreement (except with respect to its rights hereunder to be reimbursed for costs and expenses, interest and fees which would otherwise to indemnification, with respect to matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have been payable any obligations hereunder. The Borrower shall execute and deliver to such Replacement Lender a Revolving Credit Note in an aggregate principal amount equal to the Substitutable Revolving Credit Loans assigned to, and the Commitment assumed by, such Replacement Lender and the Selling Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or return its cancelled Revolving Credit Note to the other Lenders Borrower. (b) Notwithstanding anything herein to the contrary, but provided that a Selling Lender has complied with its obligations under Sections 3.7, 3.10 or 3.11, as applicable, a result of its failure Selling Lender shall be entitled to makereceive the additional amounts to which it would be entitled pursuant to Section 3.6, maintain 3.7 or continue such Loan3.10 had it not been replaced pursuant hereto.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so, (c) any Lender is a Defaulting Lender, or (d) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document that requires the consent of all affected Lenders and with respect to which the Required Lenders shall have granted their consent, the Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (collectively, the “Replacement Lender”) acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to the Administrative Agent Agent, Issuer or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should In the event: (a) the Borrower is required to pay any Lender any additional amounts as a result of applying Section 6.3 or Article 10 or receives a notice as contemplated under Section 10.1 or 10.3; (ib) be any Lender shall become a Defaulting Lender; or (c) any Lender shall withhold its approval to a proposed consent under, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of or amendment to the Financing Loan Documents that, pursuant to Section 12.11, which requires consent of all unanimous approval of the Lenders and under the consent of at least the Required Lenders has been obtained with respect thereto Loan Documents (in each case, any such Lender being a “Substitutable Non-Consenting Lender”); (any such Lender being a “Subject Lender”), Administrative Agent shall (a) the Borrower may, in its sole discretion (i) request the Agent to use reasonable efforts to obtain a replacement financial institution satisfactory to the Borrower and absolute discretion, fund the Loan on behalf Agent to acquire and assume all or part of the Substitutable Subject Lender’s Borrowings and Commitment (a “Replacement Lender”); (ii) request the Subject Lender to use reasonable efforts to obtain a Replacement Lender satisfactory to the Borrower and the Agent to acquire and assume all or part of the Subject Lender’s Loan Indebtedness and Commitments; (biii) cooperate with Borrower request one or more of the other Lenders to acquire and assume all or part of the Subject Lender’s Loan Indebtedness and Commitments (there being no obligation on the other Lenders to do so); (iv) designate a Replacement Lender acceptable to the Agent, acting reasonably, to acquire and assume all or part of the Subject Lender’s Loan Indebtedness and Commitments; (v) elect to terminate all of the non-assigned Commitments of the Subject Lender on 15 days’ notice to the Agent and such Lender, without terminating any or all of the Commitments of any other Lenders; and (vi) any combination of the foregoing. Any such replacement, acquisition and assumption, designation or termination shall only be effective upon the Subject Lender receiving, as applicable, payment of, or the purchase price for, all loans, interest and fees accrued hereunder to find another Person that the date of such event, or such lesser amount as may be agreed by the Subject Lender, and adequate provision, satisfactory to the Subject Lender (acting reasonably), being made for (w) payment at maturity of the face amount of Bankers’ Acceptances outstanding hereunder which were accepted by the Subject Lender; (x) indemnification, cash collateralization or release of the Subject Lender from its obligations in respect of any outstanding Letters of Credit or Swing Line Borrowings including its obligations under Sections 3.7(d) and 3.13(h); (y) any costs, losses, premiums or expenses incurred by the Subject Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of LIBOR Loans outstanding hereunder; and (z) in any case, payment of all other amounts accrued to the date of such event which are owed to the Subject Lender hereunder. Any such acquisition and assumption by a Replacement Lender shall be acceptable made pursuant to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of the next following sentencelast 3 sentences of Section 15.9(a), mutatis mutandis. Any such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent replacement or repayment of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable a Non-Consenting Lender shall thereafter only be payable to such Person. Nothing permitted if, after doing so, the proposed consent, waiver or amendment will be approved in (and no action taken pursuant to) this Section 12.13 shall relieve accordance with the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such LoanLoan Documents.

Substitution of Lender. Should any Lender If (i) be a Defaulting Lenderthe obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section ý8.02, (ii) otherwise fail to make a Loanany Lender has demanded compensation under Section ý8.03 or ý8.04, (iii) fail to provide the forms any Lender shall be a Defaulting Lender or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable any Lender has failed to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an a proposed amendment, modification waiver, discharge or waiver of the Financing Documents thattermination which, pursuant to the terms of Section 12.11, 9.04 requires the consent of all of the Lenders and or all of the consent of at least the Required Lenders has been obtained with respect thereto (directly affected and, in each case, with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right to seek a substitute financial institution or financial institutions (“Substitutable Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Loans or assume the Commitment of such Lender (the “Affected Lender”)) under this Agreement and, Administrative Agent shall (a) in its sole and absolute discretionif the Borrower locates a Substitute Lender, fund the Loan on behalf Affected Lender shall, upon payment to it of the Substitutable purchase price agreed between it and the Substitute Lender (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of its Loans and accrued interest thereon to the date of payment) plus any amount (other than principal and interest) then due to it or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent accrued for its account hereunder, assign all its rights and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including and all of its Notes to the obligation Substitute Lender, and the Substitute Lender shall assume such rights and obligations, whereupon the Substitute Lender shall be a Lender party to makethis Agreement and shall have all the rights and obligations of a Lender. In connection with any such replacement, maintain or continue if any such Affected Lender does not execute and deliver to the Loan Agent a duly executed Assignment and Assumption reflecting such replacement within five Domestic Business Days of the date on which the Substitutable Substitute Lender failed executes and delivers such Assignment and Assumption to make but without assuming any liability for damages for failing such Affected Lender, then such Affected Lender shall be deemed to have made, maintained or continued executed and delivered such Loan or Assignment and Assumption without any previously required Loan). Subject to action on the provisions part of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent Affected Lender. (e) Article IX is hereby amended by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this adding a new Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders 9.15 as a result of its failure to make, maintain or continue such Loan.follows:

Substitution of Lender. Should Upon the receipt by the Company from any Lender (ian “Affected Lender”) of a notice of illegality under Section 2.3(e) or a claim for compensation under Sections 2.17 or 2.18, or if any Lender shall be a Defaulting Lender or a Non-Consenting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall Company may: (a) request that one or more of the other Lenders assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitments (which request each such other Lender may decline or agree to in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender ); or (b) cooperate with Borrower designate a replacement bank or any other entity satisfactory to the Company to acquire and assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitments at the face amount thereof (a “Substitute Lender”). Any such designation of a Substitute Lender to find another Person that under clause (b) shall be acceptable subject to the prior written consent of the Administrative Agent and that (which consent shall not unreasonably be withheld). Any transfer of Advances or Commitments pursuant to this Section shall be willing made in accordance with Section 9.8, and the Affected Lender or Defaulting Lender, as applicable shall be entitled to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions payment in full of the next following sentenceprincipal amount of its outstanding Advances, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreementall accrued interest thereon, and all principal, interest and accrued fees which would otherwise have been payable to the Substitutable date of such transfer. Upon the receipt by the Company from the Issuing Bank of a claim for compensation under Sections 2.17 or 2.18, the Company may elect to replace the Issuing Bank as such by designating another Lender (which has consented to such designation) to act as Issuing Bank, whereupon such other Lender shall thereafter be payable to act as the Issuing Bank and have the rights and obligations of the Issuing Bank; provided, however, that (i) such Person. Nothing in (replacement shall not diminish or impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result relative to Letters of Credit issued by the replaced Issuing Bank prior to its failure replacement and (ii) the new Issuing Bank shall not have the rights or obligations of the “Issuing Bank” relative to make, maintain or continue such LoanLetters of Credit issued by its predecessor Issuing Bank.

Substitution of Lender. Should In the event that the Borrower becomes obligated to pay additional amounts to any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.112.10, requires consent of all 2.12, 2.13 or 2.16, or if any Lender defaults in its obligation to fund Loans hereunder on three or more occasions, the Borrower may, within 60 days of the Lenders demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and the consent of at least the Required Lenders has been obtained subject to and in accordance with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of Section 11.7, designate an Eligible Assignee to purchase the next following sentenceLoans of such Lender and such Lender's rights hereunder, without recourse to or warranty by or expense to, such Person shall be substituted Lender, for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable a purchase price equal to the Substitutable Lender shall thereafter be outstanding principal amount of such Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees and Utilization Fees in respect of such Lender's Commitment and any other amounts payable to such PersonLender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. Nothing The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in (and no action taken the event that a Lender is replaced pursuant to) to this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders 2.18 as a result of its failure the Borrower becoming obligated to makepay additional amounts to such Lender pursuant to Section 2.10, maintain 2.12, 2.13 or continue 2.16, such LoanLender shall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain LIBOR Loans has been suspended pursuant to Section 3.8 when not all Lender’s obligations have been suspended, (ii) any Lender has demanded compensation under Section 3.7 or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (iia “Replaced Lender”) otherwise fail with one or more other lenders (collectively, the “Replacement Lender”) acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.10, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments, the outstanding Revolving Credit Advances, the Replaced Lender’s pro rata portion of the outstanding Term Loan and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.9 if the Company prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (y) all obligations of the Company then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or is concurrently being, deemed paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (x) and (y) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Company, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain LIBOR Loans has been suspended pursuant to Section 3.8 when not all Lender's obligations have been suspended, (ii) any Lender has demanded compensation under Section 3.7 or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.10, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments, the outstanding Revolving Credit Advances, the Replaced Lender's pro rata portion of the outstanding Term Loan and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.9 if the Company prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (y) all obligations of the Company then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or is concurrently being, deemed paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (x) and (y) above and, if so requested by the - 50 - Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Company, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Advances has been suspended pursuant to Section 2.13, (b) any Lender has demanded compensation under Section 2.12 or 2.15, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent or (d) any Lender defaults in its obligations to fund Advances hereunder, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more Eligible Assignee(s), (each, a "Replacement Lender") acceptable to the Administrative Agent, provided that: (i) be a Defaulting at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Acceptance Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 8.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Acceptance Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should Section 3.07 of the Credit Agreement is amended in its entirety to read as follows: If (a) the obligation of any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Convert Loans into Eurodollar Rate Loans due has been suspended pursuant to an event occurring under Section 3.6(a2.06(b), (vb) be unable to maintain or continue Loans due to an event occurring any Lender has demanded compensation under Section 3.6(b)3.05, (vic) claim increased costs under any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)3.06, or (viiid) refuse any Lender fails to give timely consent to an amendmentexecute and deliver any consent, modification amendment or waiver to the Credit Agreement requested by the Borrower by a date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), the Borrower may replace such Lender by designating in a notice given to the Agent one or more Eligible Assignees to replace such Lender, which Eligible Assignee(s), if not already a Lender, shall be subject to the approval of the Financing Documents thatIssuers and Agent, which approval shall not be unreasonably withheld. If the Borrower so designates one or more Eligible Assignees, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credit and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee(s) (pro rata, if there is more than one Eligible Assignee, in accordance with the portions being assigned) in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that 3.07 shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing deemed to have made, maintained or continued been paid on the effective date of such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and assignment all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such LoanLoans then being assigned.

Substitution of Lender. Should If (a) any Lender (i) be a Defaulting Lenderhas demanded compensation or additional interest or given notice of its intention to demand compensation or additional interest under Section 8.3, (iib) otherwise fail the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties, (f) any Lender shall seek to avoid its obligation to make a Loanor maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (iiin) fail to provide the forms or other documentation required by Section 3.4(f(1) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(aB), (vg) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower or payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, (vi) claim increased costs under Section 3.6(c) or Section 3.6(d)other reimbursement or indemnification of any Lender, (vii) claim any right to payment under Section 3.4(d)as a result thereof, or (viiih) refuse any Lender shall decline to give timely consent to an amendment, a modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent terms of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower this Agreement or any other Credit Documents requested by the Borrower, then and in such event, upon request from the Borrower delivered to such Lender to find another Person that and the Administrative Agent, such Lender shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to makeassign, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a commercial banking institution) reasonably satisfactory to the Administrative Agent, such Person shall be substituted in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.11, 3.3, 8.3 and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan10.13.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Advances has been suspended pursuant to Section 2.13, (b) any Lender has demanded compensation under Section 2.12 or 2.15, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, (d) any Lender is a Defaulting Lender or (e) any Lender shall be a Non-Extending Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent, provided that: (i) be a Defaulting at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Acceptance Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 8.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Acceptance Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should In the event that the Borrower becomes obligated to pay additional amounts to any Lender (i) be a Defaulting Lenderpursuant to Sections 2.10, (ii) otherwise fail to make a Loan2.12 or 2.16, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing AgreementBorrower may, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver within 60 days of the Financing Documents thatdemand by such Lender for such additional amounts, pursuant and subject to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto Agent (in each case, a “Substitutable Lender”which consent shall not be unreasonably withheld), Administrative Agent shall (a) designate an Eligible Assignee to purchase the Loans of such Lender and such Lender's rights hereunder, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees in its sole respect of such Lender's Commitment and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be amounts payable to such PersonLender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. Nothing The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in (and no action taken the event that a Lender is replaced pursuant to) to this Section 12.13 2.19, such Lender shall relieve be entitled to receive the Substitutable Lender from any liability additional amounts to which it might have would be entitled pursuant to BorrowerSections 2.10, to Administrative Agent or to the other Lenders as a result of its failure to make2.12, maintain or continue such Loan2.13 and 2.16 had it not been so replaced.

Substitution of Lender. Should any Lender If (i) be a Defaulting Lenderthe obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section ý8.02, (ii) otherwise fail to make a Loanany Lender has demanded compensation under Section ý8.03 or ý8.04, (iii) fail any Lender shall be a Declining Lender pursuant to provide the forms Section 2.08(d) or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, a Defaulting Lender or (iv) be unable any Lender has failed to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an a proposed amendment, modification waiver, discharge or waiver of the Financing Documents thattermination which, pursuant to the terms of Section 12.11, 9.04 requires the consent of all of the Lenders and or all of the consent of at least the Required Lenders has been obtained with respect thereto (directly affected and, in each case, with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right to seek a substitute financial institution or financial institutions (“Substitutable Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Loans or assume the Commitment of such Lender (the “Affected Lender”)) under this Agreement and, Administrative Agent shall (a) in its sole and absolute discretionif the Borrower locates a Substitute Lender, fund the Loan on behalf Affected Lender shall, upon payment to it of the Substitutable purchase price agreed between it and the Substitute Lender (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of its Loans and accrued interest thereon to the date of payment) plus any amount (other than principal and interest) then due to it or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent accrued for its account hereunder, assign all its rights and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including and all of its Notes to the obligation Substitute Lender, and the Substitute Lender shall assume such rights and obligations, whereupon the Substitute Lender shall be a Lender party to makethis Agreement and shall have all the rights and obligations of a Lender. In connection with any such replacement, maintain or continue if any such Affected Lender does not execute and deliver to the Loan Agent a duly executed Assignment and Assumption reflecting such replacement within five Domestic Business Days of the date on which the Substitutable Substitute Lender failed executes and delivers such Assignment and Assumption to make but without assuming any liability for damages for failing such Affected Lender, then such Affected Lender shall be deemed to have made, maintained or continued executed and delivered such Loan or Assignment and Assumption without any previously required Loan). Subject to action on the provisions part of the next following sentence, such Person Affected Lender. (i) Section 9.04 shall be substituted for deleted and replaced with the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan.following:

Substitution of Lender. Should If (a) any Lender (i) be a Defaulting Lenderhas demanded compensation or additional interest or given notice of its intention to demand compensation or additional interest under Section 8.3 or Section 2.14, (iib) otherwise fail the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties, (f) any Lender shall seek to avoid its obligation to make a Loanor maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (iiin) fail to provide the forms or other documentation required by Section 3.4(f(1) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(aB), (vg) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower or payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, (vi) claim increased costs under Section 3.6(c) or Section 3.6(d)other reimbursement or indemnification of any Lender, (vii) claim any right to payment under Section 3.4(d)as a result thereof, or (viiih) refuse any Lender shall decline to give timely consent to an amendment, a modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent terms of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower this Agreement or any other Credit Documents requested by the Borrower, or then and in such event, upon request from the Borrower delivered to such Lender to find another Person that and the Administrative Agent, such Lender shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to makeassign, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a commercial banking institution other than a Lender) reasonably satisfactory to the Administrative Agent, such Person shall be substituted in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.11, 2.14, 3.3, 8.3 and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan10.13.

Substitution of Lender. Should If any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall ) (a) in its sole and absolute discretionfails to consent to an election, fund the Loan on behalf consent, amendment, waiver or other modification to this Credit Agreement that requires unanimous consent of Lenders (where consent of the Substitutable Lender or Majority Lenders has been obtained), (b) cooperate makes a demand upon Borrower for (or if Borrower is otherwise required to pay) amounts pursuant to Section 2.11(c) or Section 2.11(d) (and the payment of such amounts are, and are likely to continue to be, more onerous in the reasonable judgment of Borrower than with respect to the other Lenders), or gives notice pursuant to Section 2.11(a) or Section 2.11(b) requiring a conversion of such Substitutable Lender’s LIBO Rate Loans to Base Rate Loans or a repayment by Borrower of such Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans, or (c) becomes a Defaulting Lender, Borrower may (in the case of clause (a) only, within 30 days of the date by which Lenders are required to respond to any request for an election, consent, amendment, waiver or other Lender to find another Person that shall be acceptable modification or at any time, in the case of clause (b) or clause (c)) give notice (a “Replacement Notice”) in writing to Administrative Agent and such Substitutable Lender of its intention to cause such Substitutable Lender to sell all or any portion of its Loans, LC Loans (if any), Commitments and/or Notes (if any) to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by Borrower if (i) such replacement conflicts with any applicable law or regulation, (ii) any Event of Default shall have occurred and be continuing at the time of such replacement (unless such Replacement Notice relates solely to the waiver of such Event of Default) or (iii) prior to any such replacement in connection with clause (b) above, such Lender shall have taken any necessary action under Section 2.11(c) or Section 2.11(d) (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.11(c) or Section 2.11(d) or has waived its right to receive the same. If Administrative Agent shall, in the exercise of its reasonable discretion and within 10 days of its receipt of such Replacement Notice, notify Borrower and such Substitutable Lender in writing that the Replacement Lender is reasonably satisfactory to Administrative Agent (such consent not being required where the Replacement Lender is already a Lender), then such Substitutable Lender shall, subject to the payment of any amounts due pursuant to Section 2.11 and Section 2.12, assign, in accordance with Section 11.13, the portion of its Commitments, Loans, LC Loans (if any), Notes (if any) and other rights and obligations under this Credit Agreement and all other Credit Documents (including Obligations, if applicable) designated in the Replacement Notice to such Replacement Lender; provided, however, that (A) such assignment shall be willing without recourse, representation or warranty (in accordance with and subject to assume the restrictions contained in Section 11.13) and shall be on terms and conditions reasonably satisfactory to such Substitutable Lender and such Replacement Lender (other than with respect to the purchase price which shall be no less than the amount set forth in clause (B)), (B) the purchase price paid by such Replacement Lender shall be in the amount of such Substitutable Lender’s obligations under this Financing Agreement Loans and LC Loans designated in the Replacement Notice and/or its Commitment of outstanding Obligations, as applicable, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the obligation amounts demanded and unreimbursed under Section 2.11(c) or Section 2.11(d), owing to make, maintain or continue the Loan which the such Substitutable Lender failed to make but without assuming any liability for damages for failing to have madehereunder, maintained or continued such Loan or any previously required Loan). Subject to (C) in the provisions case of an assignment and assumption from an event described in the clause (a) of the next following sentencefirst sentence of this Section, the Replacement Lender shall consent, at the time of such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery assignment, to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreementevent, and all principal, interest and fees which would otherwise have been payable (D) Borrower shall pay to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve Administrative Agent all reasonable out-of-pocket expenses incurred by the Substitutable Lender from any liability it might have to Borrower, to and Administrative Agent or to in connection with such assignment and assumption (including the other Lenders as processing fees described in Section 11.11). Upon the effective date of an assignment described above, the Replacement Lender shall become a result of its failure to make, maintain or continue such Loan“Lender” for all purposes under the Credit Documents.

Substitution of Lender. Should any Lender If (i) be a Defaulting Lenderthe obligation of any Lender to make or maintain Euro-Dollar Loans has been suspended pursuant to Section 10.02, (ii) otherwise fail to make a Loanany Lender has demanded compensation under Section 10.03 or 10.04, (iii) fail to provide the forms any Lender shall be a Defaulting Lender or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable any Lender shall fail to maintain consent to amendment or continue LIBO Rate Loans due waiver which pursuant to an event occurring under the terms of Section 3.6(a11.05 or any other provision if any Loan Document requires the consent of all Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more other Eligible Transferee(s), none of whom shall constitute a Defaulting Lender at the time of such replacement (vcollectively, the "Replacement Lender") be unable acceptable to maintain the Administrative Agent and the Issuing Lenders, provided that (i) at the time of any replacement pursuant to this Section 10.06, the Replacement Lender shall enter into one or continue Loans due to an event occurring under Section 3.6(b)more Assignment and Assumption Agreements, (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver substantially in the form of the Financing Documents thatExhibit H hereto, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans (and if applicable, Letter of Credit Liabilities) of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all accrued, but theretofore unpaid, fees under Section 12.11, requires consent 2.06 owing to the Replaced Lender and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.13 if the Borrower prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 2.12, 10.03, 10.04 and 11.03) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain LIBOR Loans has been suspended pursuant to Section 3.9 when not all Lenders' obligations have been suspended, (ii) any Lender has demanded compensation under Section 3.8 when all Lenders have not done so or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.12, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.10 if the Company prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (y) all obligations of the Company then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (x) and (y) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.10 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should In the event that the Borrower becomes obligated to pay additional amounts to any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.112.11, requires consent of all 2.12 or 2.13, or if any Lender defaults in its obligation to fund Loans hereunder on three or more occasions, the Borrower may, within 60 days of the Lenders demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the consent provisions of at least the Required Lenders has been obtained with respect thereto Section 11.6, designate an Eligible Assignee (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to the Administrative Agent and that shall be willing the Issuing Bank) to purchase and assume the Substitutable Lender’s all its interests, rights and obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed Documents, without recourse to make but without assuming any liability or warranty by or expense to, such Lender, for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject a purchase price equal to the provisions outstanding principal amount of the next following sentencesuch Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees, Term-Out Fees and LC Fees in respect of such Person shall be substituted for the Substitutable Lender hereunder upon execution Lender's Commitment and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be any other amounts payable to such PersonLender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. Nothing The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in (and no action taken the event that a Lender is replaced pursuant to) to this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders 2.16 as a result of its failure the Borrower becoming obligated to makepay additional amounts to such Lender pursuant to Section 2.11, maintain 2.12 or continue 2.13, such LoanLender shall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. Should If (1) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Loans has been suspended pursuant to Section 2.12, (i2) be any Lender has demanded compensation under Section 2.11 or 2.14, (3) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of ARTICLE VIII requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent or (4) any Lender is a Defaulting Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent; provided that: (i) at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Assumption Agreements, pursuant to which such Replacement Lenders shall acquire the Commitment or outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all accrued and unpaid fees owing to the Replaced Lender and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 8.04(c) if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; and (ii) otherwise fail all obligations of the Borrower owing to make a Loanthe Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. (I) the execution of the respective Assignment and Assumption Agreements, (iiiII) fail the payment of amounts referred to provide the forms or other documentation required in clauses (i) and (ii) above and (III) if so requested by Section 3.4(f) in violation of its obligations under this Financing Agreementa Replacement Lender, (iv) be unable delivery to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver such Replacement Lender of the Financing Documents thatappropriate Note or Notes executed by the Borrower, pursuant to Section 12.11, requires consent of all of the Lenders each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) In the event that the Borrowers become obligated to pay additional amounts to any Lender pursuant to Sections 2.10, 2.12 or 2.16 in its sole and absolute discretionan aggregate amount in excess of $50,000, fund the Loan Borrower Notice Party on behalf of the Substitutable Borrowers may, within 60 days of the demand by such Lender for such additional amounts in excess of $50,000, (i) request one or more of the other Lenders to elect to increase its Commitment by an amount up to the amount of the Commitment of such Lender (a "SELLING LENDER") and purchase the Loans of such Selling Lender or (bii) cooperate with Borrower or any other Lender to find designate another Person that shall be lender (such lender, a "REPLACEMENT LENDER") reasonably acceptable to the Administrative Agent and that shall be the Lenders (other than such Selling Lender) willing to assume the Substitutable Commitment, and purchase the Loans, of such Selling Lender’s obligations . Upon the Commitment and Loans of such Selling Lender being taken up by a Replacement Lender, such Replacement Lender shall assume the Commitment and Loans of such Selling Lender by purchasing such Selling Lender's Note without recourse or warranty (except as to the amount due thereon, its title to such Note and its right to sell the same), at a price in immediately available funds equal to the outstanding principal balance of such Selling Lender's Loans, together with accrued and unpaid interest thereon to the date of such assumption and purchase, accrued and unpaid Commitment Fees due to such Selling Lender and any other amounts due to such Selling Lender under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Documents. Effective upon such sale, each Replacement Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted deemed to be a "Lender" for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent purposes of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and such Selling Lender shall cease to be a "Lender" for all principalpurposes of this Agreement (except with respect to its rights hereunder to be reimbursed for costs and expenses, interest and fees which would otherwise to indemnification, with respect to matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have been payable any obligations hereunder. The Borrowers shall execute and deliver to such Replacement Lender a Note in an aggregate principal amount equal to the Substitutable Loans assigned to, and the Commitment assumed by, such Replacement Lender. (b) Notwithstanding anything herein to the contrary, a Selling Lender shall thereafter be payable entitled to such Personreceive the additional amounts to which it would be entitled pursuant to Section 2.10, 2.12 or 2.16 had it not been replaced pursuant hereto. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan.-34- 41

Substitution of Lender. Should In the event (a) the Borrowers receive a claim from any Lender for compensation under Section 3.01 or 3.04 hereof, (b) the Borrowers receive notice from any Lender of any illegality pursuant to Section 3.02 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who after the Closing Date has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver as a Non-Consenting Lender the effectiveness of which requires the consent of such Lender at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an "Affected Lender"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its reasonable expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower Agent, provided, that (i) be a Defaulting Lendersuch assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) otherwise fail the Borrower shall have paid to make a Loanthe Affected Lender all monies other than such principal owing to it hereunder, (iii) fail the assignment is entered into in accordance with, and subject to provide the forms or other documentation consents required by, Section 11.06 hereof (provided any assignment fees (unless waived) and reasonable reimbursable expenses due thereunder shall be paid by Section 3.4(fthe Borrowers) in violation of its obligations under this Financing Agreement, and such Affected Lender is paid such principal owing to it hereunder and (iv) be unable to maintain or continue LIBO Rate Loans due to in the case of an event occurring under Section 3.6(aAffected Lender, described in the preceding clause (d), (v) be unable the Eligible Assignee specified by the Borrower consents to maintain such amendment or continue Loans due waiver. If the Affected Lender shall refuse or fail to an event occurring under Section 3.6(b)execute and deliver the applicable Assignment and Acceptance prior to the effective date of such substitution, (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Affected Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing deemed to have made, maintained or continued executed and delivered such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution Assignment and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or Acceptance subject to the other Lenders as a result of its failure to make, maintain or continue such Loanterms and conditions set forth in this Section 2.16(c).

Substitution of Lender. Should any Lender (a) If (i) be a Defaulting Lenderthe obligation of any Lender to make or convert Euro-Dollar Loans has been suspended pursuant to Section 8.02, (ii) otherwise fail to make a Loan, any Lender has demanded compensation under Section 8.03 or 8.04 or (iii) fail any Lender becomes a Defaulting Lender or a Non-Consenting Lender (as defined below in Section 10.06(c)), then the Borrower may, on ten Domestic Business Days’ prior written notice to provide the forms Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant and subject to Section 10.06(b), seek a mutually satisfactory substitute lender or other documentation required lenders (which may be one or more of the Lenders, but who shall be in any event an Eligible Assignee) to purchase the Notes and assume the outstanding Loans, the Commitment (if any) and the Letter of Credit Liabilities (if any) of such Lender. Each such Lender agrees to assign pursuant to Section 10.06(b) (with the assignment fee to be paid by Section 3.4(fthe Borrower in such instance) in violation all of its rights and obligations under this Financing AgreementAgreement and the other Loan Documents, including outstanding Loans, its Revolving Commitment (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(aif any), its Notes and its participations in Letter of Credit Liabilities and Swing Loans, to one or more Eligible Assignees; provided that neither the Agent nor any Lender shall have any obligation to the Borrower to find any such replacement Lender. (vb) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Any Lender being replaced pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall clause (a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in its sole Letter of Credit Liabilities and absolute discretion(ii) deliver any Notes evidencing such Loans to the Borrower or Agent. Pursuant to such Assignment and Assumption, fund (i) the Loan on behalf assignee Lender shall acquire all or a portion, as the case may be, of the Substitutable assigning Lender’s Revolving Commitment (if any) and outstanding Loans and participations in Letter of Credit Liabilities and Swing Loans, (ii) all obligations of the Borrower owing to the assigning Lender or (b) cooperate with Borrower or any other relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to find another Person that such assigning Lender concurrently with such assignment and assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall be acceptable become a Lender hereunder and the assigning Lender shall cease to Administrative Agent constitute a Lender hereunder with respect to such assigned Loans, Commitments and that shall be willing participations, except with respect to assume the Substitutable Lender’s obligations indemnification provisions under this Financing Agreement Agreement, which shall survive as to such assigning Lender. (c) Notwithstanding anything to the contrary contained above, (i) the Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions furnishing of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution a back-up standby letter of credit in form and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreementsubstance, and all principal, interest 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 fees which would otherwise pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been payable made with respect to each such outstanding Letter of Credit of such L/C Issuer and (ii) the Substitutable Lender shall thereafter that acts as the Agent may not be payable to such Person. Nothing replaced hereunder except in (and no action taken pursuant to) this accordance with the terms of Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan7.09.

Substitution of Lender. Should (a) In the event any Borrower is, or would be, required to pay any additional amounts pursuant to subsections 9.10 or 9.11(a), such Borrower may, so long as no Event of Default has occurred and is continuing, require any Lender claiming such additional amounts, upon five Business Days' prior written notice from such Borrower, to assign the entire then outstanding principal amount of the Loans owing to such Lender and the entire Revolving Credit Commitment (and, if applicable, Multicurrency Commitment and Alternate Currency Facility commitments) of such Lender to another bank or financial institution selected by such Borrower and, if such bank or financial institution is not then a Lender, reasonably satisfactory to the Administrative Agents. Any such assignment shall be effected in accordance with subsection 17.6(c) and, as a condition to such assignment, such Borrower shall pay all amounts due to such Lender hereunder on the effective date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, for any reason, deliver all forms and certificates required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or withholding for or on account of, any Non-Excluded Taxes, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lender, upon five Business Days' prior written notice from the U.S. Borrower, to assign the entire then outstanding principal amount of the Multicurrency Loans owing to such Multicurrency Lender and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to the lesser of (i) be a Defaulting Lender, the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and (ii) otherwise fail the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to make such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 17.6(c) and, as a Loancondition to such assignment, (iii) fail to provide simultaneously with such assignment, the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans U.S. Borrower shall pay all amounts due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders assignor Multicurrency Lender and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable assignee Lender hereunder upon execution and delivery to Administrative Agent on the effective date of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanassignments.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations have been suspended, (ib) be any Lender has demanded compensation under Section 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.4, if any, if the Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Company then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 9.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Company, to the Arranger, the Administrative Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should In the event: (a) the Borrower is required to pay any Lender any additional amounts as a result of applying Section 6.3 or Article 10 or receives a notice as contemplated under Section 10.1 or 10.3; (ib) be any Lender shall become a Defaulting Lender; or (c) any Lender shall withhold its approval to a proposed consent under, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of or amendment to the Financing Loan Documents that, pursuant to Section 12.11, which requires consent of all unanimous approval of the Lenders and under the consent of at least the Required Lenders has been obtained with respect thereto Loan Documents (in each case, any such Lender being a “Substitutable Non-Consenting Lender”); (any such Lender being a “Subject Lender”), Administrative Agent shall (a) the Borrower may, in its sole discretion (i) request the Agent to use reasonable efforts to obtain a replacement financial institution satisfactory to the Borrower and absolute discretion, fund the Loan on behalf Agent to acquire and assume all or part of the Substitutable Subject Lender’s Borrowings and Commitment (a “Replacement Lender”); (ii) request the Subject Lender to use reasonable efforts to obtain a Replacement Lender satisfactory to the Borrower and the Agent to acquire and assume all or part of the Subject Lender’s Loan Indebtedness and Commitments; (biii) cooperate with Borrower request one or more of the other Lenders to acquire and assume all or part of the Subject Lender’s Loan Indebtedness and Commitments (there being no obligation on the other Lenders to do so); (iv) designate a Replacement Lender acceptable to the Agent, acting reasonably, to acquire and assume all or part of the Subject Lender’s Loan Indebtedness and Commitments; (v) elect to terminate all of the non-assigned Commitments of the Subject Lender on 15 days’ notice to the Agent and such Lender, without terminating any or all of the Commitments of any other Lenders; and (vi) any combination of the foregoing. Any such replacement, acquisition and assumption, designation or termination shall only be effective upon the Subject Lender receiving, as applicable, payment of, or the purchase price for, all loans, interest and fees accrued hereunder to find another Person that the date of such event, or such lesser amount as may be agreed by the Subject Lender, and adequate provision, satisfactory to the Subject Lender (acting reasonably), being made for (w) payment at maturity of the face amount of Bankers’ Acceptances outstanding hereunder which were accepted by the Subject Lender; (x) indemnification, cash collateralization or release of the Subject Lender from its obligations in respect of any outstanding Letters of Credit including its obligations under Section 3.7(d); (y) any costs, losses, premiums or expenses incurred by the Subject Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of LIBOR Loans outstanding hereunder; and (z) in any case, payment of all other amounts accrued to the date of such event which are owed to the Subject Lender hereunder. Any such acquisition and assumption by a Replacement Lender shall be acceptable made pursuant to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of the next following sentencelast 3 sentences of Section 16.9(a), mutatis mutandis. Any such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent replacement or repayment of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable a Non-Consenting Lender shall thereafter only be payable to such Person. Nothing permitted if, after doing so, the proposed consent, waiver or amendment will be approved in (and no action taken pursuant to) this Section 12.13 shall relieve accordance with the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such LoanLoan Documents.

Substitution of Lender. Should If (a) the obligation of any ---------------------- Lender to make, Continue or otherwise maintain Eurodollar Rate Advances has been suspended pursuant to Section 2.13, (b) any Lender has demanded compensation under Section 2.12 or 2.15 or (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 9.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one --------------- or more Eligible Assignee(s), (each, a "Replacement Lender") acceptable to the ------------------ Administrative Agent, provided that: -------- (i) be a Defaulting at the time of any replacement pursuant to this Section 9.13, the Replacement Lenders shall enter into one or more Assignment and Acceptance Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 9.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Assumption Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should In the event that the Borrower becomes obligated to pay additional amounts to any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.112.11, requires consent of all 2.12 or 2.13, or if any Lender defaults in its obligation to fund Loans hereunder on three or more occasions, the Borrower may, within 60 days of the Lenders demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the consent provisions of at least the Required Lenders has been obtained with respect thereto Section 11.6, designate an Eligible Assignee (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to the Administrative Agent and that shall be willing the Issuing Bank) to purchase and assume the Substitutable Lender’s all its interests, rights and obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed Documents, without recourse to make but without assuming any liability or warranty by or expense to, such Lender, for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject a purchase price equal to the provisions outstanding principal amount of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution Lender's Loans plus any accrued but unpaid interest thereon and delivery to Administrative Agent accrued but unpaid Facility Fees and LC Fees in respect of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, 's Commitment and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be any other amounts payable to such PersonLender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. Nothing The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in (and no action taken the event that a Lender is replaced pursuant to) to this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders 2.15 as a result of its failure the Borrower becoming obligated to makepay additional amounts to such Lender pursuant to Section 2.11, maintain 2.12 or continue 2.13, such LoanLender shall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. Should If (a) any Lender has demanded compensation or additional interest or given notice of its intention to demand compensation or additional interest under Section 8.3, (ib) be any Lender is unable to submit any form or certificate required under Section 3.3(f) or withdraws or cancels any previously submitted form with no substitution therefor, (c) any Lender gives notice of any Change in Law pursuant to Section 8.1, (d) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties or such Lender is otherwise a Defaulting Lender, (iie) otherwise fail any Lender shall seek to avoid its obligation to make a Loanor maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(an)(1)(B), (vf) any Taxes referred to in Section 3.3 or 10.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such Taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower or payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (vig) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right Lender shall decline to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, a modification or waiver of the Financing terms of this Agreement or any other Credit Documents that, pursuant to Section 12.11, requires consent of all of requested by the Lenders and the consent of at least Borrower that has otherwise been approved by the Required Lenders has been obtained with respect thereto or (in each case, a “Substitutable Lender”h) prior to the occurrence of an Event of Default under Section 7.1(a), 7.1(f) or 7.1(g), any Lender that is not a Qualifying Lender, then and in any such event upon request from the Borrower delivered to such Lender and the Administrative Agent Agent, such Lender shall (a) assign, in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate accordance with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of Section 10.10(a) and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a Qualifying Lender selected by the Borrower and (in the case of a Qualifying Lender other than a Lender) reasonably satisfactory to the Administrative Agent, such Person shall be substituted in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.11, 3.3, 8.3 and all principal10.13. Notwithstanding the foregoing, interest and fees which would otherwise have been payable to the Substitutable a Lender shall thereafter not be payable required to make such Person. Nothing in assignment if (and no action taken pursuant toi) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrowerprior thereto, to Administrative Agent or to the other Lenders as a result of its failure a waiver by such Lender otherwise, the circumstances entitling the Borrower to makerequest such assignment cease to apply, maintain (ii) in the case of an assignment resulting from a Lender declining to consent as described in clause (g) of the preceding sentence, the applicable assignee shall not have consented to the applicable modification or continue waiver, (iii) in the case of an assignment resulting from a claim for payments or compensation by such LoanLender pursuant to Section 3.3 or 8.3, such assignment will not result in a reduction in such payments or compensation, or (iv) such assignment conflicts with applicable law.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "REPLACED LENDER") with one or more other lenders (collectively, the "REPLACEMENT LENDER") acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, 45 52 (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent if so requested by the Replacement Lender, delivery to the Replacement Lender of all of any appropriate promissory note or notes executed by the Lenders Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative any Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should any Lender If (i) be a Defaulting Lenderthe obligation of any Lender to make any Loan has been suspended pursuant to Section 8.02, (ii) otherwise fail any Lender has demanded or the Borrowers are required to make pay any compensation to a LoanLender, in each case under Section 8.03 or 8.04, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to any Lender has not signed an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification amendment or waiver of the Financing Documents that, pursuant to Section 12.1111.05(a), requires consent of all such Lender’s signature and such amendment or waiver has been signed by the Required Lenders, (iv) any Lender has rejected, or is deemed to have rejected, the Company’s request to extend the Commitments pursuant to Section 2.20 and such request has been accepted by Lenders having more than 50% of the Lenders aggregate amount of the Commitments or (v) any Lender has become a Defaulting Lender, the Company shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (“Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Committed Loans and assume the consent Commitment of at least such Lender (the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Exiting Lender”). The Exiting Lender shall, Administrative Agent shall (a) in its sole upon reasonable notice and absolute discretion, fund the Loan on behalf payment to it of the Substitutable purchase price agreed between it and the Substitute Lender or Lenders (b) cooperate with Borrower or any other Lender or, failing such agreement, a purchase price equal to find another Person that shall be acceptable the outstanding principal amount of its Committed Loans and interest accrued thereon to Administrative Agent but excluding the date of payment), assign all of its rights and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement and the Notes (including its Commitment but excluding its Competitive Bid Loans, if any, unless it otherwise agrees) to the obligation to makeSubstitute Lender or Lenders, maintain and the Substitute Lender or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have madeLenders shall assume such rights and obligations, maintained or continued such Loan or any previously required Loanin accordance with Section 11.06(c). Subject In connection with any such sale, the Company shall compensate the Exiting Lender for any funding losses as provided in Section 2.14 and pay to the provisions Exiting Lender its facility fees accrued to but excluding the date of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loansale.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain LIBOR Loans has been suspended pursuant to Section 3.8 when not all Lenders obligations have been suspended (ii) any Lender has demanded compensation under Section 3.7 or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.10, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.9 if the Company prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (y) all obligations of the Company then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (x) and (y) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Company, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain Fixed Rate Loans has been suspended pursuant to Section 3.8 when not all Lenders' obligations have been suspended (ii) any Lender has demanded compensation under Section 3.7 when not all Lender's have or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.10, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.9 or 3.11 if the Borrowers prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (y) all obligations of the Company then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (x) and (y) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Company, to Administrative the Agent or any other Lender. Each Lender agrees to take such actions, at the other Lenders Company's expense, as may be reasonably necessary to effect the foregoing if it shall become a result of its failure to make, maintain or continue such LoanReplaced Lender.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurocurrency Rate Advances has been suspended pursuant to Section 2.13, (b) any Lender has demanded compensation under Section 2.12 or 2.15, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, (d) any Lender is a Defaulting Lender or (e) any Lender shall be a Non-Extending Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent and each Issuing Bank, provided that: (i) be a Defaulting at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Assumption Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees and Letter of Credit commissions owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 8.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Assumption Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.12 hereof when not all Lenders' obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 2.11 or 2.12 hereof or Yield Protection under Section 2.21 hereof or a payment for a change in Capital Adequacy Regulations under Section 2.22 hereof, in each case when all Lenders have not done so, or (c) any Lender is a Defaulting Lender, the Borrower shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (each, a "Replacement Lender") reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.20, each Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.9 hereof, if any, if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrower then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignment and Assumption, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Replaced Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to the Administrative Agent Agent, the Issuing Bank, Swingline Lender or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain LIBOR Loans has been suspended pursuant to Section 3.8 when not all Lender's obligations have been suspended, (ii) any Lender has demanded compensation under Section 3.7 or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.10, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments, the outstanding Revolving Credit Advances, the Replaced Lender's pro rata portion of the outstanding Term Loan and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.9 if the Company prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (y) all obligations of the Company then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or is concurrently being, deemed paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (x) and (y) above and, if so requested by the -50- Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Company, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Advances has been suspended pursuant to Section 2.13, (b) any Lender has demanded compensation under Section 2.12 or 2.15 or (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 9.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more Eligible Assignee(s), (each, a "Replacement Lender") acceptable to the Administrative Agent, provided that: (i) be a Defaulting at the time of any replacement pursuant to this Section 9.13, the Replacement Lenders shall enter into one or more Assignment and Acceptance Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 9.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Assumption Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender Credit Agreement shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall If (a) in its sole and absolute discretion, fund the Loan on behalf obligation of the Substitutable any Lender to make Eurodollar Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Sections 3.8(c) or 3.8(d) or (b) cooperate any Lender has demanded and been paid compensation of $5,000 or more under Section 3.7 or 3.8, Borrower shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders or an Eligible Assignee) to replace such Lender. Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) by the replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to Section 11.8 at a mutually agreeable price or (ii) by Borrower or any other prepaying all outstanding Advances from the replaced Lender and terminating its obligations hereunder on a date specified in a notice delivered to find another Person that shall be acceptable to the Administrative Agent and that shall the replaced Lender at least three (3) Banking Days before the date so specified (and compensating such Lender for any resulting funding losses as provided in Section 3.8(e) and concurrently the replacement lender or lenders assuming a Pro Rata Share of the Commitments in an amount equal to the Pro Rata Share of the Commitments being terminated and making Advances in the same aggregate amount and having the same maturity date or dates, respectively, as the Advances being prepaid, all pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be willing signed by the replaced Lender, reasonably satisfactory to assume such Lender). Borrower must give written notice to the Substitutable Lender’s obligations affected Lender and the Administrative Agent within sixty (60) days after the applicable event described in clauses (a) or (b) of the first sentence of this Section of its intent to exercise its rights under this Financing Agreement Section, and must complete the substitution within thirty (including 30) days after the obligation date of such notice. No such substitution shall relieve Borrower of its obligations to make, maintain or continue compensate and/or indemnify the Loan which the Substitutable replaced Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously as required Loan). Subject by Sections 3.7 and 3.8 with respect to the provisions of period before it is replaced and to pay all accrued interest, accrued fees and other amounts owing the next following sentence, such Person shall be substituted for the Substitutable replaced Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, PROVIDED that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative Agent the Agent, Issuer or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Term Benchmark Rate Advances has been suspended pursuant to Section 2.14, (ib) be any Lender has demanded compensation under Section 2.13 or 2.14, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, (d) any Lender is a Defaulting Lender, (iie) otherwise fail any Lender is a Protesting Lender or (f) any Lender shall be a Non‑Extending Lender, the Company shall have the right, if no Default or Event of Default then exists, at the Company’s expense, to make a Loan, replace such Lender (iiithe “Replaced Lender”) fail to provide the forms with one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(amore Eligible Assignee(s), (veach, a “Replacement Lender”) be unable acceptable to maintain the Administrative Agent and each Issuing Bank, provided that: (i) at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Assumption Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (B) an amount equal to all accrued and unpaid Facility Fees and Letter of Credit commissions owing to the Replaced Lender and (C) an amount equal to the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 12.11, requires consent 8.04(c) if the Borrowers prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrowers owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Assumption Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the applicable Borrowers, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain LIBOR Loans has been suspended pursuant to Section 3.8 when not all Lender's obligations have been suspended, (ii) any Lender has demanded compensation under Section 3.7 or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.10, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.9 if the Company prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (y) all obligations of the Company then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or is concurrently being, deemed paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptances, the payment of amounts referred to in clauses (x) and (y) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Company, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Rate Syndicated Loans has been suspended pursuant to Section 3.8 or 2.10 when not all Lenders obligations have been suspended, (ib) be any Lender has demanded compensation under Section 3.7 or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other Lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.10, the Replacement Lender shall enter into one or more Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.9 if the Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Company then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignment and Acceptances, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes, if any, executed by the Company, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Advances made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Company, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should In the event: (a) the Borrower is required to pay any Lender any additional amounts as a result of applying Section 6.3 or Article 10 or receives a notice as contemplated under Section 10.1 or 10.3; (b) any Lender shall become a Defaulting Lender; or (c) any Lender shall withhold its approval to a proposed consent under, waiver of or amendment to the Loan Documents which requires unanimous approval of the Lenders under the Loan Documents (any such Lender being a "Non-Consenting Lender"); (any such Lender being a "Subject Lender"), the Borrower may, in its sole discretion (i) be request the Agent to use reasonable efforts to obtain a Defaulting replacement financial institution satisfactory to the Borrower and the Agent to acquire and assume all or part of the Subject Lender, 's Borrowings and Commitment (a "Replacement Lender"); (ii) otherwise fail request the Subject Lender to make use reasonable efforts to obtain a Loan, Replacement Lender satisfactory to the Borrower and the Agent to acquire and assume all or part of the Subject Lender's Loan Indebtedness and Commitments; (iii) fail request one or more of the other Lenders to provide acquire and assume all or part of the forms Subject Lender's Loan Indebtedness and Commitments (there being no obligation on the other Lenders to do so); (iv) designate a Replacement Lender acceptable to the Agent, acting reasonably, to acquire and assume all or part of the Subject Lender's Loan Indebtedness and Commitments; (v) elect to terminate all of the non-assigned Commitments of the Subject Lender on 15 days' notice to the Agent and such Lender, without terminating any or all of the Commitments of any other documentation required Lenders; and (vi) any combination of the foregoing. Any such replacement, acquisition and assumption, designation or termination shall only be effective upon the Subject Lender receiving, as applicable, payment of, or the purchase price for, all loans, interest and fees accrued hereunder to the date of such event, or such lesser amount as may be agreed by Section 3.4(fthe Subject Lender, and adequate provision, satisfactory to the Subject Lender (acting reasonably), being made for (w) payment at maturity of the face amount of Bankers' Acceptances outstanding hereunder which were accepted by the Subject Lender; (x) indemnification, cash collateralization or release of the Subject Lender from its obligations in violation respect of any outstanding Letters of Credit including its obligations under this Financing AgreementSection 3.7(d); (y) any costs, losses, premiums or expenses incurred by the Subject Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of Term Benchmark Loans outstanding hereunder; and (ivz) in any case, payment of all other amounts accrued to the date of such event which are owed to the Subject Lender hereunder. Any such acquisition and assumption by a Replacement Lender shall be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, made pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained in accordance with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentencelast 3 sentences of Section 16.9(a), mutatis mutandis. Any such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent replacement or repayment of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable a Non- Consenting Lender shall thereafter only be payable to such Person. Nothing permitted if, after doing so, the proposed consent, waiver or amendment will be approved in (and no action taken pursuant to) this Section 12.13 shall relieve accordance with the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such LoanLoan Documents.

Substitution of Lender. Should If (a) any Lender (i) be a Defaulting Lenderhas demanded compensation or given notice of its intention to demand compensation under Section 8.3, (iib) otherwise fail the Borrower is required to pay any additional amount to any Lender under Section 2.13, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties or (f) any Lender shall seek to avoid its obligation to make a LoanLoans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (iiiS) fail to provide the forms 1821(e) or other documentation required by Section 3.4(f(n) in violation of its obligations under this Financing Agreement, (iv1) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a(B), (vg) any Taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such Taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower or payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (vih) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right Lender shall decline to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, a modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent terms of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower this Agreement or any other Operative Document requested by the Borrower, or (i) any Lender fails to find another Person maintain a short- term rating of A-1 from S&P and P-1 from Xxxxx'x (unless otherwise agreed by the Agent, the Borrower and the Guarantor), then and in such event, upon request from the Borrower delivered to such Lender and the Agent (provided, however, that if the Borrower fails to give such request and an event specified in (i) shall have occurred, no such request shall be acceptable to Administrative Agent and that required), such Lender shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to makeassign, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a commercial banking institution with the requisite ratings (unless otherwise agreed by the Agent, the Borrower and the Guarantor) selected by the Borrower and reasonably satisfactory to the Agent, or if the Borrower fails to make such Person shall be substituted selection, by the Agent, in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.13, 3.3, 8.3 and all principal, 10.13 (it being understood that in no event is the Borrower or the Agent obligated to any Lender (as opposed to being entitled) to provide a Person to purchase any interest and fees which would otherwise have been payable of such Lender). Each Lender shall provide prompt written notice to the Substitutable Lender shall thereafter be payable Agent and the Borrower of any failure by it to such Person. Nothing in (maintain a short-term rating of A-1 from S&P and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender P-1 from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such LoanXxxxx'x.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Fixed Rate Loans has been suspended pursuant to Section 3.3, except when all Lenders' obligations to make or maintain Fixed Rate Loans have been suspended other than by reason of such Lender's obligation to make or maintain Fixed Rate Loans being suspended, (b) any Lender has demanded compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not done so, (c) any Lender is a Defaulting Lender or (d) in connection with a request by any Borrower to obtain the consent of the Lenders to a waiver, amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any Lender having not more than 10% of the sum of the Aggregate Revolving Credit Outstandings of all Lenders at such time has declined to agree to such request when the Required Lenders have agreed to such request, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) be a Defaulting at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (iiB) otherwise fail the amount of all accrued, but theretofore unpaid, fees owing to make a Loan, the Replaced Lender hereunder and (iiiC) fail the amount that would be payable by the Borrowers to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.113.4, requires consent if any, if the Borrowers prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the appropriate Borrower, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative Agent the Agent, Issuer or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) any Lender (i) be a Defaulting Lenderhas demanded compensation or given notice of its intention to demand compensation under Section 8.3, (iib) otherwise fail the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties or (f) any Lender shall seek to avoid its obligation to make a Loanor maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (iiiS) fail to provide the forms 1821(e) or other documentation required by Section 3.4(f(n) in violation of its obligations under this Financing Agreement, (iv1) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a(B), (vg) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower or payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, (vi) claim increased costs under Section 3.6(c) or Section 3.6(d)other reimbursement or indemnification of any Lender, (vii) claim any right to payment under Section 3.4(d)as a result thereof, or (viiih) refuse any Lender shall decline to give timely consent to an amendment, a modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent terms of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower this Agreement or any other Credit Documents requested by the Borrower, then and in such event, upon request from the Borrower delivered to such Lender to find another Person that and the Administrative Agent, such Lender shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to makeassign, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a commercial banking institution) reasonably satisfactory to the Administrative Agent, such Person shall be substituted in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.11, 3.3, 8.3 and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan10.13.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain LIBOR Loans has been suspended pursuant to Section 3.9 when not all Lenders' obligations have been suspended, (ii) any Lender has demanded compensation under Section 3.8 when all Lenders have not done so or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (x) at the time of any replacement pursuant to this Section 3.12, the Replacement Lender shall enter into one or more Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 2.3, (iiiy) fail the Company shall pay any amount which would be payable by the Company to provide the forms Replaced Lender pursuant to Section 3.10 if the Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time, and (z) all obligations of the Company then owing to the Replaced Lender (other than those specifically described in clause (x) above in respect of which the assignment purchase price has been, or other documentation required by Section 3.4(fis concurrently being, paid) shall be paid in violation full to such Replaced Lender concurrently with such replacement. Upon the execution of its obligations under this Financing Agreementthe respective Assignment and Acceptances, the payment of amounts referred to in clauses (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(ax), (vy) be unable and (z) above and, if so requested by the Replacement Lender, delivery to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver the Replacement Lender of the Financing Documents thatappropriate Note or Notes executed by the Company, pursuant to Section 12.11, requires consent of all of the Lenders Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.10 and 8.5) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should any Lender (a) If (i) be a Defaulting Lenderthe obligation of any Lender to make or maintain Euro-Dollar Loans is suspended pursuant to Section 8.02, (ii) otherwise fail to make a Loan, any Lender (or any Participant in its Loans) is demanding compensation under Section 8.03 or (iii) fail any Lender is requesting compensation under Section 2.15, the Company shall have the right to provide seek a bank or banks (each a "Substitute Lender"), which may be one or more of the forms Lenders or one or more other documentation required by Section 3.4(fbanks reasonably satisfactory to the Administrative Agent, to purchase the Note and assume the Commitment of such Lender (the "Affected Lender") in violation and, if the Company locates one or more Substitute Lenders, the Affected Lender shall, upon payment to it of the purchase price agreed between it and the Substitute Lender or Lenders (or, failing such agreement, a purchase price equal to the outstanding principal amount of its Loans and accrued interest thereon to the date of payment) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, assign all its rights and obligations under this Financing AgreementAgreement and its Note (including its Commitment) to the Substitute Lender or Lenders, (iv) be unable to maintain and the Substitute Lender or continue LIBO Rate Loans due Lenders shall assume such rights and obligations pursuant to an event occurring under Section 3.6(a)Assignment and Assumption Agreement substantially in the form of Exhibit F hereto, whereupon (vi) the Commitment of each Substitute Lender that is already a Lender shall be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver by the portion of the Financing Documents that, pursuant Affected Lender's Commitment so assigned to Section 12.11, requires consent and assumed by it and (ii) each Substitute Lender that is not already a Lender shall become a Lender party to this Agreement and shall acquire all the rights and obligations of all a Lender with a Commitment equal to the portion of the Lenders Affected Lender's Commitment so assigned to and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent assumed by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanit.

Substitution of Lender. Should If (a) any Lender (i) be a Defaulting Lenderhas demanded compensation or additional interest or given notice of its intention to demand compensation or additional interest under Section 8.3, (iib) otherwise fail any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (c) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (d) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties, (e) any Lender shall seek to avoid its obligation to make a Loanor maintain Term Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (iiin) fail to provide the forms or other documentation required by Section 3.4(f(1) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(aB), (vf) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower or payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (vig) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right Lender shall decline to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, a modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent terms of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower this Agreement or any other Credit Documents requested by the Borrower, then and in such event, upon request from the Borrower delivered to such Lender, and the Administrative Agent, such Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to makeassign, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a commercial banking institution) reasonably satisfactory to the Administrative Agent, such Person shall be substituted in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.13, 3.3, 8.3 and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan10.13.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; provided, that, no Defaulting Lender shall be entitled to compensation under clause (C) or under Section 3.4 upon any such payment, and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (2) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Loans has been suspended pursuant to Section 2.12, (i3) be any Lender has demanded compensation under Section 2.11 or 2.14, (4) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent or (5) any Lender is a Defaulting Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent; provided that: (i) at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Assumption Agreements, pursuant to which such Replacement Lenders shall acquire the Commitment or outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all accrued and unpaid fees owing to the Replaced Lender and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 8.04(c) if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; and (ii) otherwise fail all obligations of the Borrower owing to make a Loanthe Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Assumption Agreements, (iiiII) fail the payment of amounts referred to provide the forms or other documentation required in clauses (i) and (ii) above and (III) if so requested by Section 3.4(f) in violation of its obligations under this Financing Agreementa Replacement Lender, (iv) be unable delivery to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver such Replacement Lender of the Financing Documents thatappropriate Note or Notes executed by the Borrower, pursuant to Section 12.11, requires consent of all of the Lenders each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall If (a) in its sole and absolute discretion, fund the Loan on behalf obligation of the Substitutable any Lender to make Eurodollar Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Sections 3.8(c) or 3.8(d) or (b) cooperate any Lender has demanded and been paid compensation of $5,000 or more under Section 3.7 or 3.8, Borrower shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders or an Eligible Assignee) to replace such Lender. Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) by the replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to Section 11.8 at a mutually agreeable price or (ii) by Borrower or any other prepaying all outstanding Advances from the replaced Lender and terminating its obligations hereunder on a date specified in a notice delivered to find another Person that shall be acceptable to the Administrative Agent and that shall the replaced Lender at least three (3) Banking Days before the date so specified (and compensating such Lender for any resulting funding losses as provided in Section 3.8(e)) and concurrently the replacement lender or lenders assuming a Pro Rata Share of the Commitment in an amount equal to the Pro Rata Share of the Commitment being terminated and making Advances in the same aggregate amount and having the same maturity date or dates, respectively, as the Advances being prepaid, all pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be willing signed by the replaced Lender, reasonably satisfactory to assume such Lender). Borrower must give written notice to the Substitutable Lender’s obligations affected Lender and the Administrative Agent within sixty (60) days after the applicable event described in clauses (a) or (b) of the first sentence of this Section of its intent to exercise its rights under this Financing Agreement Section, and must complete the substitution within thirty (including 30) days after the obligation date of such notice. No such substitution shall relieve Borrower of its obligations to make, maintain or continue compensate and/or indemnify the Loan which the Substitutable replaced Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously as required Loan). Subject by Sections 3.7 and 3.8 with respect to the provisions of period before it is replaced and to pay all accrued interest, accrued fees and other amounts owing the next following sentence, such Person shall be substituted for the Substitutable replaced Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should any Lender (a) If (i) be a Defaulting Lender, the obligation of any Lender to make or maintain Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) otherwise fail any Lender has demanded compensation under Section 8.03 or 8.04, the Company shall have the right to make a Loan, (iii) fail to provide the forms seek one or more banks or other documentation required by Section 3.4(finstitutions (each a "SUBSTITUTE LENDER"), which may be one or more of the Lenders or one or more other banks or institutions satisfactory to the Administrative Agent, to purchase the Notes and assume the Commitment(s) and the Loans of such Lender (the "AFFECTED LENDER") and, if the Company locates one or more Substitute Lenders, the Affected Lender shall, upon payment to it of the purchase price agreed between it and the Substitute Lender or Lenders (or, failing such agreement, a purchase price in violation the amount of the outstanding principal amount of its Loans and accrued interest thereon to the date of payment) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, assign all its rights and obligations under this Financing AgreementAgreement and the Notes (including its Commitment(s) and its Loans of each Class) to the Substitute Lender or Lenders, and the Substitute Lender or Lenders shall assume such rights and obligations, whereupon (ivi) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver the Commitment of the Financing Documents that, pursuant to Section 12.11, requires consent of all relevant Class (and/or the Loans of the Lenders and relevant Class) of each Substitute Lender that is already a Lender shall be increased by the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf portion of the Substitutable Affected Lender's Commitment of such Class (and/or Loans of such Class) so assigned to and assumed by it and (ii) each Substitute Lender or that is not already a Lender shall become a Lender party to this Agreement and shall acquire all the rights and obligations of a Lender with a Commitment of the relevant Class (band/or the Loans of the relevant Class) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject equal to the provisions portion of the next following sentence, Affected Lender's Commitment of such Person shall be substituted for the Substitutable Lender hereunder upon execution Class (and/or Loans of such Class) so assigned to and delivery to Administrative Agent of an agreement acceptable to Administrative Agent assumed by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanit.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (iid) otherwise fail any payment of Taxes by the Borrower is required under Section 2.11 hereof or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby”, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower shall have the right, if no Default then exists, to make replace such Lender (a Loan“Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.18, each Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (iiiB) fail the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to provide the forms or other documentation required Replaced Lender hereunder and (C) the amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.112.7(a)(ii) of this Agreement, requires consent if any, if the Borrower prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Agreement and the consent other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of at least which the Required Lenders assignment purchase price has been obtained been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Replaced Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to the Borrower, to the Administrative Agent Agent, the Issuing Bank, Swingline Lender or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should In the event that the Borrower becomes obligated to pay additional amounts to any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.112.11, requires consent of all 2.12 or 2.13, or if any Lender defaults in its obligation to fund Loans hereunder on three or more occasions, the Borrower may, within 60 days of the Lenders demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the consent provisions of at least the Required Lenders has been obtained with respect thereto Section 11.6, designate an Eligible Assignee (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to the Administrative Agent and that shall be willing the Issuing Bank) to purchase and assume the Substitutable Lender’s all its interests, rights and obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed Documents, without recourse to make but without assuming any liability or warranty by or expense to, such Lender, for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject a purchase price equal to the provisions outstanding principal amount of the next following sentencesuch Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees, Utilization Fees and LC Fees in respect of such Person shall be substituted for the Substitutable Lender hereunder upon execution Lender's Commitment and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be any other amounts payable to such PersonLender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. Nothing The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in (and no action taken the event that a Lender is replaced pursuant to) to this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders 2.16 as a result of its failure the Borrower becoming obligated to makepay additional amounts to such Lender pursuant to Section 2.11, maintain 2.12 or continue 2.13, such LoanLender shall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurocurrency Rate Advances has been suspended pursuant to Section 2.13, (b) any Lender has demanded compensation under Section 2.12 or 2.15, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, (d) any Lender is a Defaulting Lender or (e) any Lender shall be a Non‑Extending Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent and each Issuing Bank, provided that: (i) be a Defaulting at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Assumption Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees and Letter of Credit commissions owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 8.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Assumption Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should Upon the receipt by the Company from any Lender (ian “Affected Lender”) of a notice of illegality under Section 2.3(e) or a claim for compensation under Sections 2.17 or 2.18, or if any Lender shall be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall Company may: (a) request that one or more of the other Lenders assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitments (which request each such other Lender may decline or agree to in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender ); or (b) cooperate with Borrower designate a replacement bank or any other entity satisfactory to the Company to acquire and assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitments at the face amount thereof (a “Substitute Lender”). Any such designation of a Substitute Lender to find another Person that under clause (b) shall be acceptable subject to the prior written consent of the Administrative Agent and that (which consent shall not unreasonably be withheld). Any transfer of Advances or Commitments pursuant to this Section shall be willing made in accordance with Section 9.8, and the Affected Lender or Defaulting Lender, as applicable shall be entitled to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions payment in full of the next following sentenceprincipal amount of its outstanding Advances, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreementall accrued interest thereon, and all principal, interest and accrued fees which would otherwise have been payable to the Substitutable date of such transfer. Upon the receipt by the Company from the Issuing Bank of a claim for compensation under Sections 2.17 or 2.18, the Company may elect to replace the Issuing Bank as such by designating another Lender (which has consented to such designation) to act as Issuing Bank, whereupon such other Lender shall thereafter be payable to act as the Issuing Bank and have the rights and obligations of the Issuing Bank; provided, however, that (i) such Person. Nothing in (replacement shall not diminish or impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result relative to Letters of Credit issued by the replaced Issuing Bank prior to its failure replacement and (ii) the new Issuing Bank shall not have the rights or obligations of the “Issuing Bank” relative to make, maintain or continue such LoanLetters of Credit issued by its predecessor Issuing Bank.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations have been suspended, (ib) be any 50 51 Lender has demanded compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "REPLACED LENDER") with one or more other lenders (collectively, the "REPLACEMENT LENDER") acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent if so requested by the Replacement Lender, delivery to the Replacement Lender of all of any appropriate promissory note or notes executed by the Lenders Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative any Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should In the event that the Borrower becomes obligated to pay additional amounts to any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.112.10, requires consent of all 2.11 or 2.12, or if any Lender defaults in its obligation to fund Loans hereunder on three or more occasions, the Borrower may, within 60 days of the Lenders demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and the consent of at least the Required Lenders has been obtained subject to and in accordance with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of Section 11.6, designate an Eligible Assignee (acceptable to the next following sentenceAdministrative Agent) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Person shall be substituted Lender, for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable a purchase price equal to the Substitutable Lender shall thereafter be outstanding principal amount of such Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees, Utilization Fees in respect of such Lender's Commitment and any other amounts payable to such PersonLender hereunder, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, and the Eligible Assignee shall succeed to the rights and obligations of such Lender hereunder. Nothing The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in (and no action taken the event that a Lender is replaced pursuant to) to this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders 2.15 as a result of its failure the Borrower becoming obligated to makepay additional amounts to such Lender pursuant to Section 2.10, maintain 2.11 or continue 2.12, such LoanLender shall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. Should any Lender If (i) be the obligation of any Lender to make or maintain LIBOR Loans has been suspended pursuant to Section 3.9 when not all Lenders' obligations have been suspended, (ii) any Lender has demanded compensation under Section 3.8 when all Lenders have not done so or (iii) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (iia "Replaced Lender") otherwise fail with one or more other lenders (collectively, the "Replacement Lender") acceptable to make a Loanthe Agent, provided that (iiix) fail at the time of any replacement pursuant to provide this Section 3.12, the forms Replacement Lender shall enter into one or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents thatmore Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section 12.11, requires consent 2.3 and (C) the amount which would be payable by the Company to the Replaced Lender pursuant to Section 3.10 if the Company prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (ay) in its sole and absolute discretion, fund the Loan on behalf all obligations of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject Company then owing to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Replaced Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan.than those specifically described in

Substitution of Lender. Should In the event: (a) the Borrower is required to pay any Lender any additional amounts as a result of applying Section 6.3 or Article 10 or receives a notice as contemplated under Section 10.1 or 10.3; (ib) be any Lender shall become a Defaulting Lender; or (c) any Lender shall withhold its approval to a proposed consent under, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of or amendment to the Financing Loan Documents that, pursuant to Section 12.11, which requires consent of all unanimous approval of the Lenders and under the consent of at least the Required Lenders has been obtained with respect thereto Loan Documents (in each case, any such Lender being a “Substitutable Non-Consenting Lender”); (any such Lender being a “Subject Lender”), Administrative Agent shall (a) the Borrower may, in its sole discretion (i) request the Agent to use reasonable efforts to obtain a replacement financial institution satisfactory to the Borrower and absolute discretion, fund the Loan on behalf Agent to acquire and assume all or part of the Substitutable Subject Xxxxxx’s Borrowings and Commitment (a “Replacement Lender”); (ii) request the Subject Lender to use reasonable efforts to obtain a Replacement Lender satisfactory to the Borrower and the Agent to acquire and assume all or part of the Subject Lender’s Loan Indebtedness and Commitments; (biii) cooperate with Borrower request one or more of the other Lenders to acquire and assume all or part of the Subject Lender’s Loan Indebtedness and Commitments (there being no obligation on the other Lenders to do so); (iv) designate a Replacement Lender acceptable to the Agent, acting reasonably, to acquire and assume all or part of the Subject Xxxxxx’s Loan Indebtedness and Commitments; (v) elect to terminate all of the non-assigned Commitments of the Subject Lender on 15 days’ notice to the Agent and such Lender, without terminating any or all of the Commitments of any other Lenders; and (vi) any combination of the foregoing. Any such replacement, acquisition and assumption, designation or termination shall only be effective upon the Subject Lender receiving, as applicable, payment of, or the purchase price for, all loans, interest and fees accrued hereunder to find another Person that the date of such event, or such lesser amount as may be agreed by the Subject Lender, and adequate provision, satisfactory to the Subject Lender (acting reasonably), being made for (w) payment at maturity of the face amount of Bankers’ Acceptances outstanding hereunder which were accepted by the Subject Lender; (xA) indemnification, cash collateralization or release of the Subject Lender from its obligations in respect of any outstanding Letters of Credit including its obligations under Section 3.75(d); (yB) any costs, losses, premiums or expenses incurred by the Subject Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of Term BenchmarkCORRA Loans or SOFR Loans outstanding hereunder; and (zC) in any case, payment of all other amounts accrued to the date of such event which are owed to the Subject Lender hereunder. Any such acquisition and assumption by a Replacement Lender shall be acceptable made pursuant to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of the next following sentencelast 3 sentences of Section 16.9(a), mutatis mutandis. Any such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent replacement or repayment of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable a Non-Consenting Lender shall thereafter only be payable to such Person. Nothing permitted if, after doing so, the proposed consent, waiver or amendment will be approved in (and no action taken pursuant to) this Section 12.13 shall relieve accordance with the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such LoanLoan Documents.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Loans has been suspended pursuant to Section 3.3 when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (collectively, the “Replacement Lender”) acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; provided, that, no Defaulting Lender shall be entitled to compensation under clause (C) or under Section 3.4 upon any such payment, and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative the Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should any Lender If (i) be a Defaulting Lender, the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring any Lender has demanded compensation under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto 8.03 (in each case, a “Substitutable an "Affected Lender”"), the Borrower shall have the right, with the assistance of the Administrative Agent, to seek a substitute lender or lenders (which may be one or more of the Lenders) (the "Purchasing Lender" or "Purchasing Lenders") to purchase the Note and assume the Revolving Commitment of such Affected Lender. The Affected Lender shall be obligated to sell its Note and assign its Revolving Commitment to such Purchasing Lender or Purchasing Lenders within 15 days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Domestic Business Days prior to such sale, (i) the amount of any compensation which would be due to the Affected Lender under Section 2.12 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Section 8.03 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's Revolving Commitment and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Administrative Agent, with the subscribed consent of the LC Issuers and the Swing Lenders (to the extent required by Section 9.06(c) hereof) shall enter into an Assignment and Assumption Agreement pursuant to Section 9.06(c) hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Commitment equal to its ratable share of the Revolving Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 8.05, the Borrower or the Purchasing Lender shall pay to the Administrative Agent shall (a) the administrative fee for processing such assignment referred to in its sole and absolute discretionSection 9.06(c). Upon the consummation of any sale pursuant to this Section 8.05, fund the Loan on behalf of Affected Lender, the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that the Borrower shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to makemake appropriate arrangements so that, maintain or continue the Loan which the Substitutable if required, each Purchasing Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as receives a result of its failure to make, maintain or continue such Loannew Note.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Fixed Rate Loans has been suspended pursuant to Section 3.3, except when all Lenders' obligations to make or maintain Fixed Rate Loans have been suspended other than by reason of such Lender's obligation to make or maintain Fixed Rate Loans being suspended, (b) any Lender has demanded compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not done so, (c) any Lender is a Defaulting Lender or (d) in connection with a request by any Borrower to obtain the consent of the Lenders to a waiver, amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any Lender having not more than 10% of the sum of the Aggregate Total Outstandings of all Lenders at such time has declined to agree to such request when the Required Lenders have agreed to such request, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, PROVIDED that (i) be a Defaulting at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (iiB) otherwise fail the amount of all accrued, but theretofore unpaid, fees owing to make a Loan, the Replaced Lender hereunder and (iiiC) fail the amount that would be payable by the Borrowers to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.113.4, requires consent if any, if the Borrowers prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the appropriate Borrower, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative Agent the Agent, Issuer or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Loans has been suspended pursuant to Section 2.12, (ib) be any Lender has demanded compensation under Section 2.11 or 2.14, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent or (d) any Lender is a Defaulting Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent; provided that: (i) at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Assumption Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all accrued and unpaid fees owing to the Replaced Lender and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 8.04(c) if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; and (ii) otherwise fail all obligations of the Borrower owing to make a Loanthe Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. (I) the execution of the respective Assignment and Assumption Agreements, (iiiII) fail the payment of amounts referred to provide the forms or other documentation required in clauses (i) and (ii) above and (III) if so requested by Section 3.4(f) in violation of its obligations under this Financing Agreementa Replacement Lender, (iv) be unable delivery to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver such Replacement Lender of the Financing Documents thatappropriate Note or Notes executed by the Borrower, pursuant to Section 12.11, requires consent of all of the Lenders each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, or Yield Protection under Section 2.19 of this Agreement or a payment for a change in Capital Adequacy Regulations under Section 2.20 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender or (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, the Borrower shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Administrative Agent, provided that (i) be a Defaulting at the time of any replacement pursuant to this Section 2.18, each Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (iiB) otherwise fail the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to make a Loan, the Replaced Lender hereunder and (iiiC) fail the amount which would be payable by the Borrower to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.112.7(a)(ii) of this Agreement, requires consent if any, if the Borrower prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Agreement and the consent other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of at least which the Required Lenders assignment purchase price has been obtained been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Replaced Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to the Borrower, to the Administrative Agent Agent, any Issuing Bank, Swingline Lender or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (1) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Loans has been suspended pursuant to Section 2.12, (i2) be any Lender has demanded compensation under Section 2.11 or 2.14, (3) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of ARTICLEArticle VIII requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent or (4) any Lender is a Defaulting Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent; provided that: (i) at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Assumption Agreements, pursuant to which such Replacement Lenders shall acquire the Commitment or outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all accrued and unpaid fees owing to the Replaced Lender and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 8.04(c) if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; and (ii) otherwise fail all obligations of the Borrower owing to make a Loanthe Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Assumption Agreements, (iiiII) fail the payment of amounts referred to provide the forms or other documentation required in clauses (i) and (ii) above and (III) if so requested by Section 3.4(f) in violation of its obligations under this Financing Agreementa Replacement Lender, (iv) be unable delivery to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver such Replacement Lender of the Financing Documents thatappropriate Note or Notes executed by the Borrower, pursuant to Section 12.11, requires consent of all of the Lenders each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurodollar Rate Advances has been suspended pursuant to Section 2.13, (b) any Lender has demanded compensation under Section 2.12 or 2.15, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, (d) any Lender defaults in its obligations to fund Advances hereunder or (e) any Lender shall be a Non-Extending Lender, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent, provided that: (i) be a Defaulting at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Acceptance Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 8.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Acceptance Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Fixed Rate Loans has been suspended pursuant to Section 3.3, except when all Lenders' obligations to make or maintain Fixed Rate Loans have been suspended other than by reason of such Lender's obligation to make or maintain Fixed Rate Loans being suspended, (b) any Lender has demanded compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not done so, (c) any Lender is a Defaulting Lender or (d) in connection with a request by any Borrower to obtain the consent of the Lenders to a waiver, amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any Lender having not more than 10% of the sum of the Aggregate Total Outstandings of all Lenders at such time has declined to agree to such request when the Required Lenders have agreed to such request, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) be a Defaulting at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (iiB) otherwise fail the amount of all accrued, but theretofore unpaid, fees owing to make a Loan, the Replaced Lender hereunder and (iiiC) fail the amount that would be payable by the Borrowers to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.113.4, requires consent if any, if the Borrowers prepaid at the time of such replacement all of the Lenders Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the appropriate Borrower, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to Administrative Agent the Agent, Issuer or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall If (a) in its sole and absolute discretion, fund the Loan on behalf obligation of the Substitutable any Lender to make Eurodollar Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Sections 3.8(c) or 3.8(d) or (b) cooperate any Lender has demanded and been paid compensation of $5,000 or more under Section 3.7 or 3.8, Borrower shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders or an Eligible Assignee) to replace such Lender. Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) by the replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to Section 11.8 at a mutually agreeable price or (ii) by Borrower or any other prepaying all outstanding Advances from the replaced Lender and terminating its obligations hereunder on a date specified in a notice delivered to find another Person that shall be acceptable to the Administrative Agent and that shall the replaced Lender at least three (3) Banking Days before the date so specified (and compensating such Lender for any resulting funding losses as provided in Section 3.8(e) and concurrently the replacement lender or lenders assuming a Pro Rata Share of the Commitment in an amount equal to the Pro Rata Share of the Commitment being terminated and making Advances in the same aggregate amount and having the same maturity date or dates, respectively, as the Advances being prepaid, all pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be willing signed by the replaced Lender, reasonably satisfactory to assume such Lender). Borrower must give written notice to the Substitutable Lender’s obligations affected Lender and the Administrative Agent within sixty (60) days after the applicable event described in clauses (a) or (b) of the first sentence of this Section of its intent to exercise its rights under this Financing Agreement Section, and must complete the substitution within thirty (including 30) days after the obligation date of such notice. No such substitution shall relieve Borrower of its obligations to make, maintain or continue compensate and/or indemnify the Loan which the Substitutable replaced Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously as required Loan). Subject by Sections 3.7 and 3.8 with respect to the provisions of period before it is replaced and to pay all accrued interest, accrued fees and other amounts owing the next following sentence, such Person shall be substituted for the Substitutable replaced Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should Upon the receipt by the Company from any Lender (ian “Affected Lender”) of a notice of illegality under Section 2.3(e) or a claim for compensation under Sections 2.17 or 2.18, or if any Lender shall be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall Company may: (a) request that one or more of the other Lenders assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitment (which request each such other Lender may decline or agree to in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender ); or (b) cooperate with Borrower designate a replacement bank or any other entity satisfactory to the Company to acquire and assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitment at the face amount thereof (a “Substitute Lender”). Any such designation of a Substitute Lender to find another Person that under clause (b) shall be acceptable subject to the prior written consent of the Administrative Agent and that (which consent shall not unreasonably be withheld). Any transfer of Advances or Commitments pursuant to this Section shall be willing made in accordance with Section 9.8, and the Affected Lender or Defaulting Lender, as applicable shall be entitled to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions payment in full of the next following sentenceprincipal amount of its outstanding Advances, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreementall accrued interest thereon, and all principal, interest and accrued fees which would otherwise have been payable to the Substitutable date of such transfer. Upon the receipt by the Company from the Issuing Bank of a claim for compensation under Sections 2.17 or 2.18, the Company may elect to replace the Issuing Bank as such by designating another Lender (which has consented to such designation) to act as Issuing Bank, whereupon such other Lender shall thereafter be payable to act as the Issuing Bank and have the rights and obligations of the Issuing Bank; provided, however, that (i) such Person. Nothing in (replacement shall not diminish or impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result relative to Letters of Credit issued by the replaced Issuing Bank prior to its failure replacement and (ii) the new Issuing Bank shall not have the rights or obligations of the “Issuing Bank” relative to make, maintain or continue such LoanLetters of Credit issued by its predecessor Issuing Bank.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (iid) otherwise fail to make a Loanany payment of Taxes by the Borrowers is required under Section 2.11 hereof, (iii) fail to provide the forms or other documentation required by Section 3.4(fe) in violation connection with any proposed amendment, waiver or consent requiring the consent of its obligations under this Financing Agreement“each Lender” or “each Lender directly affected thereby”, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a)the consent of the Required Lenders is obtained, (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim but the consent of any right to payment under Section 3.4(d)other necessary Lender is not obtained, or (viiif) refuse it is or has become unlawful for a Lender to give timely consent make Loans to an amendment, modification or waiver participate in Letters of Credit for the Financing Documents that, pursuant to Section 12.11, requires consent account of a Foreign Borrower when it is not unlawful for all of the Lenders and to do so or a Lender is prohibited by the consent terms of at least its organizational documents to make such Loans or participate in such Letters of Credit, the Required Lenders has been obtained Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with respect thereto one or more other lenders (in each caseeach, a “Substitutable Replacement Lender”)) reasonably acceptable to the Administrative Agent, Administrative Agent provided that (i) at the time of any replacement pursuant to this Section 2.18, each Replacement Lender shall (a) in its sole enter into one or more Assignment and absolute discretion, fund Assumptions pursuant to which the Loan on behalf Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Substitutable Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrowers to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (bi) cooperate and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with Borrower respect to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Replaced Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Borrowers, to the Administrative Agent Agent, the Issuing Bank, Swingline Lender or to any other Lender. In the case of an assignment by a Lender of a Libor Loan other Lenders than on the last day of the Interest Period applicable thereto as a result of its failure the replacement of such Lender pursuant to makethis Section, maintain or continue the Company will pay such Lender any applicable Breakage Fee with respect to such Libor Loan.

Substitution of Lender. Should If (a) the obligation of any Lender to make, Continue or otherwise maintain Eurocurrency Rate Advances has been suspended pursuant to Section 2.14, (b) any Lender has demanded compensation under Section 2.13 or 2.14, (c) any Lender shall fail to consent to an amendment or a waiver which pursuant to the terms of Section 8.01 requires the consent of all Lenders and with respect to which the Majority Lenders shall have granted their consent, (d) any Lender is a Defaulting Lender or (e) any Lender shall be a Non‑Extending Lender, the Borrower shall have the right, if no Default or Event of Default then exists, at the Borrower’s expense, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignee(s), (each, a “Replacement Lender”) acceptable to the Administrative Agent and each Issuing Bank, provided that: (i) be a Defaulting at the time of any replacement pursuant to this Section 8.12, the Replacement Lenders shall enter into one or more Assignment and Assumption Agreements, pursuant to which such Replacement Lenders shall acquire the Commitments and outstanding Advances of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Advances of the Replaced Lender, (iiB) otherwise fail an amount equal to make a Loan, all accrued and unpaid Facility Fees and Letter of Credit commissions owing to the Replaced Lender and (iiiC) fail an amount equal to provide the forms or other documentation required amount which would be payable by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable the Borrower to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, Replaced Lender pursuant to Section 12.11, requires consent 8.04(c) if the Borrower prepaid at the time of such replacement all of the Lenders Advances of such Replaced Lender outstanding at such time; and (ii) all obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon (I) the execution of the respective Assignment and Assumption Agreements, (II) the payment of amounts referred to in clauses (i) and (ii) above and (III) if so requested by a Replacement Lender, delivery to such Replacement Lender of the appropriate Note or Notes executed by the Borrower, each Replacement Lender shall become a Lender hereunder and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Replaced Lender shall thereafter be payable cease to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable constitute a Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanhereunder.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Loans has been suspended pursuant to Section 3.3 when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Sections 3.1, 3.2 or 3.6 when all Lenders have not done so, (c) any Lender is a Defaulting Lender, or (d) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document which requires the consent of all affected Lenders and with respect to which the Required Lenders shall have granted their consent, the Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (collectively, the “Replacement Lender”) acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder (subject, for the avoidance of doubt, to Section 2.17(a)) and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time; provided, that, no Defaulting Lender shall be entitled to compensation under clause (C) or under Section 3.4 upon any such payment, and (ii) otherwise fail all obligations of the Borrowers then owing to make a Loan, the Replaced Lender (iiiother than those specifically described in clause (i) fail to provide above in respect of which the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d)assignment purchase price has been, or (viiiis concurrently being, paid) refuse shall be paid in full to give timely consent to an amendment, modification or waiver such Replaced Lender concurrently with such replacement. Upon the execution of the Financing Documents thatrespective Assignments, pursuant the payment of amounts referred to Section 12.11in clauses (i) and (ii) above and, requires consent of all if so requested by the Replacement Lender, delivery to the Replacement Lender of the Lenders appropriate Note or Notes executed by the appropriate Borrowers, the Replacement Lender shall become a Lender hereunder and the consent Replaced Lender shall cease to constitute a Lender hereunder. The provisions of at least this Agreement (including without limitation Sections 3.4, 10.7 and 10.11) shall continue to govern the Required Lenders has been obtained rights and obligations of a Replaced Lender with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain actions taken or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent information received by such Person assuming the Substitutable lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to any Borrower, to the Administrative Agent or to the any other Lenders as a result of its failure to make, maintain or continue such LoanLender.

Substitution of Lender. Should If (a) any Lender (i) be a Defaulting Lenderhas demanded ---------------------- compensation or additional interest or given notice of its intention to demand compensation or additional interest under Section 8.3, (iib) otherwise fail the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties or (f) any Lender shall seek to avoid its obligation to make a Loanor maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (iiiS) fail to provide the forms 1821(e) or other documentation required by Section 3.4(f(n) in violation of its obligations under this Financing Agreement, (iv1) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a(B), (vg) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower or payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, (vi) claim increased costs under Section 3.6(c) or Section 3.6(d)other reimbursement or indemnification of any Lender, (vii) claim any right to payment under Section 3.4(d)as a result thereof, or (viiih) refuse any Lender shall decline to give timely consent to an amendment, a modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent terms of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower this Agreement or any other Credit Documents requested by the Borrower, then and in such event, upon request from the Borrower delivered to such Lender to find another Person that and the Syndication Agent, such Lender shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to makeassign, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a commercial banking institution) reasonably satisfactory to the Syndication Agent, such Person shall be substituted in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.11, 3.3, 8.3 and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan10.13.

Substitution of Lender. Should If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (ib) be any Lender has demanded compensation under Section 2.10 of this Agreement, when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (iid) otherwise fail to make a Loanany payment of Taxes by the Borrowers is required under Section 2.11 hereof, (iii) fail to provide the forms or other documentation required by Section 3.4(fe) in violation connection with any proposed amendment, waiver or consent requiring the consent of its obligations under this Financing Agreement“each Lender” or “each Lender directly affected thereby”, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a)the consent of the Required Lenders is obtained, (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim but the consent of any right to payment under Section 3.4(d)other necessary Lender is not obtained, or (viiif) refuse it is or has become unlawful for a Lender to give timely consent make Loans to an amendment, modification or waiver participate in Letters of Credit for the Financing Documents that, pursuant to Section 12.11, requires consent account of a Foreign Borrower when it is not unlawful for all of the Lenders and to do so or a Lender is prohibited by the consent terms of at least its organizational documents to make such Loans or participate in such Letters of Credit, the Required Lenders has been obtained Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with respect thereto one or more other lenders (in each caseeach, a “Substitutable Replacement Lender”)) reasonably acceptable to the Administrative Agent, Administrative Agent provided that (i) at the time of any replacement pursuant to this Section 2.18, each Replacement Lender shall (a) in its sole enter into one or more Assignment and absolute discretion, fund Assumptions pursuant to which the Loan on behalf Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Substitutable Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrowers to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (bi) cooperate and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with Borrower respect to any Loans made or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent actions taken by such Person assuming the Substitutable Replaced Lender while it was a Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 herein shall relieve the Substitutable release any Defaulting Lender from any liability obligation it might may have to Borrowerthe Borrowers, to the Administrative Agent Agent, the Issuing Bank, Swingline Lender or to any other Lender. In the case of an assignment by a Lender of a Libor Loan other Lenders than on the last day of the Interest Period applicable thereto as a result of its failure the replacement of such Lender pursuant to makethis Section, maintain or continue the Company will pay such Lender any applicable Breakage Fee with respect to such Libor Loan.

Substitution of Lender. Should If (a) any Lender (i) be a Defaulting Lenderhas demanded compensation or additional interest or given notice of its intention to demand compensation or additional interest under Section 8.3, (iib) otherwise fail the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties, (f) any Lender shall seek to avoid its obligation to make a Loanor maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (iiin) fail to provide the forms or other documentation required by Section 3.4(f(1) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(aB), (vg) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be unable levied or imposed) so as to maintain require withholding or continue Loans due deductions by the Borrower and payment by the Borrower of additional amounts to an event occurring under Section 3.6(b)any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (vih) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right Lender shall decline to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, a modification or waiver of the Financing terms of this Agreement or any other Credit Documents that, pursuant requested by the Borrower to Section 12.11, requires consent of all of the Lenders and the consent of at least which the Required Lenders has been obtained have consented, then and in such event, upon request from the Borrower delivered to such Lender and the Administrative Agent, such Lender shall assign, in accordance with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject to the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the next following sentenceCredit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a commercial banking institution) reasonably satisfactory to the Administrative Agent, such Person shall be substituted in consideration for the Substitutable payments set forth in such Assignment Agreement and payment by the Borrower to such Lender hereunder upon execution and delivery of all other amounts which such Lender may be owed pursuant to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, including, without limitation, Sections 2.11, 3.3, 8.3 and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan10.13.

Substitution of Lender. (a) Should any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to or provide the forms or other documentation required by Section 3.4(f2.4(g) in violation of its obligations under this Financing Agreement, (iv) or be unable to maintain or continue LIBO Rate make SOFR Loans due to an event occurring under Section 3.6(a), (v2.6(a) or be unable to maintain or continue make Loans due to an event occurring under Section 3.6(b2.6(b), (vi) or claim increased costs under Section 3.6(c2.6(c) or Section 3.6(d), 2.6(d) (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), the Administrative Agent shall (a) in its have the right, and the Administrative Agent shall, if requested by the Borrower, at the sole and absolute discretion, fund the Loan on behalf expense of the Borrower, upon notice to such Substitutable Lender and the Borrower, require such Substitutable Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section 10.14 hereof) all of its interests, rights and obligations under this Agreement to an Eligible Assignee, approved by the Borrower (to the extent a Default or Event of Default has not occurred and is not continuing), that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that such Substitutable 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 (recognizing that any Substitutable Lender may have given up its rights under this Agreement to receive payment of fees and other amounts pursuant to the terms hereof), from such Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any Liquidation Costs). During the period that a Lender remains a Substitutable Lender solely due to such Lender’s failure to make a Loan (the “Substitution Period”), such Substitutable Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Financing Documents. (b) cooperate If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which requires the consent of all of the Lenders affected and with respect to which the Majority Lenders shall have granted their consent, then the Borrower or any other shall have the right to replace such Non-Consenting Lender (unless such Non-Consenting Lender grants such consent) by requiring such Non-Consenting Lender to find another Person assign its Loans and Commitments to one or more Eligible Assignees reasonably acceptable to the Administrative Agent; provided that (A) any such Non-Consenting Lender must be replaced with a Lender that grants the applicable consent, (B) with respect to the Letter of Credit, such Eligible Assignee shall have caused the applicable outstanding Letter of Credit to be returned to the Issuing Bank or cash collateral shall have been provided to such Issuing Bank, (C) all obligations owing to such Non-Consenting Lender being replaced or to its Affiliates under the Financing Documents shall be acceptable paid in full to Administrative Agent and that such Non-Consenting Lender concurrently with such assignment, (D) the replacement Lender shall be willing purchase the foregoing by paying to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable such Non-Consenting Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan). Subject a price equal to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution principal amount thereof plus accrued and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, unpaid interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to thereon and (E) such Person. Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loanassignment does not conflict with applicable law.