Common use of Substitution of Lender Clause in Contracts

Substitution of Lender. 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ ' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1 or 2.10 of this Agreement, in each case 3.2 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Issuer or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ ' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1, 3.2 or 2.10 of this Agreement, in each case 3.6 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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”"REPLACED LENDER") with one or more other lenders (eachcollectively, a “Replacement Lender”the "REPLACEMENT LENDER") reasonably acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 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 2.7(a)(ii) of this Agreement3.4, 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) all obligations of the Borrower 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 Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 any appropriate Note promissory note or Notes 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 (including without limitation Sections 3.4 and 9.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender any Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor SOFR 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower Borrowers is required under Section 2.11 hereof, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 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 Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrower 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 Borrower 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 Borrower 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 BorrowerBorrowers, 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerBorrowers, the Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) In 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by event that the Borrower is required under Section 2.11 hereof, or (e) in connection with becomes obligated to pay additional amounts to any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 2.7(a)(ii) of this Agreement2.11, 2.12 or 2.13, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrower prepaid at may, within 60 days of the time 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 provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrower under this Agreement accrued but unpaid Facility Fees, Term‑Out Fees and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above LC Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full by relieved from all obligations to the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptionhereunder, 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 Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a LenderNote. Nothing Notwithstanding anything herein shall release any Defaulting Lender from any obligation it may have to the Borrowercontrary, in the Agentevent that a Lender is replaced pursuant to this Section 2.16 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.11, the Issuing Bank2.12 or 2.13, Swingline such Lender or any other Lendershall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.8 when not all Lenders’ ' obligations to do so have been suspended, suspended (bii) any Lender has demanded compensation under Sections 2.9 Section 3.9 or 2.10 of this Agreement, in each case when all Lenders have not done so, (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.12, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 or 3.11 if the Borrower Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Borrowers then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9, 3.11 and 9.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerBorrowers, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender. Each Lender agrees to take such actions, at the Company's expense, as may be reasonably necessary to effect the foregoing if it shall become a Replaced Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1 or 2.10 of this Agreement, in each case 3.2 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, or (e) in connection with any Lender has failed to consent to a proposed amendment, waiver waiver, discharge or consent requiring termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document which requires the consent of “all of the Lenders” or of a particular Lender, the consent of affected Lenders and with respect to which the Required Lenders is obtained, but the consent of any other necessary Lender is not obtainedshall have granted their consent, the Borrower Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (eachcollectively, a the “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time 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) all obligations of the Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. 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 or additional interest or given notice of its intention to demand compensation or additional interest under Sections 2.9 or 2.10 of this AgreementSection 8.3, in each case when all Lenders have not done so(b) the Borrower is required to pay any additional amount to any Lender under Section 2.12, (c) any Lender is a Defaulting Lenderunable 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 payment Lender gives notice of Taxes 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 or maintain Term Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (n) (1) (B), (g) 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 levied or imposed) so as to require withholding or deductions by the Borrower is required under Section 2.11 hereofor payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, or (eh) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or any other Credit Documents requested by the Borrower, then and in connection such event, upon request from the Borrower delivered to such Lender, and the Administrative Agent, such Lender shall assign, in accordance with any proposed amendmentthe provisions of Section 10.10 and an appropriately completed Assignment Agreement, waiver or consent requiring the consent of “all of its rights and obligations under the Lenders” Credit Documents to another Lender 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 commercial banking institution selected by the Borrower and (in the case of a commercial banking institution other than a Lender) reasonably satisfactory to the Replaced Lender pursuant to Section 2.7(a)(ii) of this AgreementAdministrative Agent, if any, if in consideration for the Borrower prepaid at the time of payments set forth in such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Assignment 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 payment 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 Borrowerall other amounts which such Lender may be owed pursuant to this Agreement, the Replacement Lender shall become a Lender hereunder including, without limitation, Sections 2.12, 3.3, 8.3 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender10.13.

Substitution of Lender. 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, Lender or (d) 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 “all of the Lenders” 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 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ ' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1 or 2.10 of this Agreement, in each case 3.2 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the AgentAgents, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 BorrowerBorrowers, the Replacement Lender 42 49 shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender either Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Rate Syndicated Loans has been suspended pursuant to Section 3.8 or 2.10 of this Agreement when not all Lenders’ Lenders obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 Section 3.7 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 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 Lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.10, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAcceptances, 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 Notes, if any, executed by the BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans Advances made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerBorrowers, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Euro-Dollar Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders8.02 (or the obligation to accept Bankers’ obligations Acceptances has been suspended pursuant to do so have been suspended, (bSection 2.03(g)) or any Lender has demanded and is continuing to demand compensation under Sections 2.9 Section 8.03(a) or 2.10 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, in each case when all Lenders have and the Lender demanding compensation shall (with respect to such assigned Loans and Commitments) no longer be a Lender hereunder; provided that the Lender demanding compensation shall not done so, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent be deprived 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 of its rights or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time released from any 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 its 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 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have period prior to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lenderdate on which such substitution becomes effective.

Substitution of Lender. If (a) In 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by event that the Borrower is required under Section 2.11 hereof, or (e) in connection with becomes obligated to pay additional amounts to any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 2.7(a)(ii) of this Agreement2.10, 2.12, 2.13 or 2.16, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrower prepaid at may, within 60 days of the time 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 provisions of such replacement all of Section 11.7, designate an Eligible Assignee to purchase the Loans of such Replaced Lender outstanding at and such time and (ii) all obligations of the Borrower under this Agreement and the other Loan Documents then owing Lender's rights hereunder, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the Replaced Lender (other than those specifically described in clause (i) above 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 which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full by relieved from all obligations to the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptionhereunder, 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 Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a LenderNote. Nothing Notwithstanding anything herein shall release any Defaulting Lender from any obligation it may have to the Borrowercontrary, in the Agentevent that a Lender is replaced pursuant to this Section 2.19 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.10, the Issuing Bank2.12, Swingline 2.13 or 2.16, such Lender or any other Lendershall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Fixed Rate Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3, except when not all Lenders’ ' obligations to do so 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 2.9 3.1, 3.2 or 2.10 of this Agreement, in each case 3.6 when all Lenders have not done so, (c) any Lender is a Defaulting Lender, Lender or (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, or (e) in connection with a request by any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or of a particular Lender, Borrower to obtain the consent of the Required Lenders is obtainedto a waiver, but amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any other necessary Lender is having not obtainedmore 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 Borrower Company shall have the right, if no Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which that would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Issuer or any other Lender.

Substitution of Lender. (a) If (ai) the obligation of any Lender to make or maintain Libor Euro-Dollar Loans has been is suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended8.02, (bii) any Lender has demanded (or any Participant in its Loans) is demanding compensation under Sections 2.9 Section 8.03 or 2.10 of this Agreement, in each case when all Lenders have not done so, (ciii) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower is required requesting compensation under Section 2.11 hereof, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or of a particular Lender2.15, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower Company shall have the rightright to seek a bank or banks (each a "Substitute Lender"), if no Default then exists, to replace such Lender (a “Replaced Lender”) with which may be one or more of the Lenders or one or more other lenders banks reasonably satisfactory to the Administrative Agent, to purchase the Note and assume the Commitment of such Lender (eachthe "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 “Replacement Lender”) reasonably acceptable purchase price equal to the Agentoutstanding 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, provided that assign all its rights and obligations under this Agreement and its Note (including its Commitment) to the Substitute Lender or Lenders, and the Substitute Lender or Lenders shall assume such rights and obligations pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit F hereto, whereupon (i) at the time Commitment of any replacement pursuant to this Section 2.19, each Replacement Substitute Lender that is already a Lender shall enter into one or more Assignment and Assumptions pursuant to which be increased by the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations portion of the Replaced Lender and, in connection therewith, shall pay Affected Lender's Commitment so assigned 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 assumed by the Borrower to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time it and (ii) all obligations of the Borrower under this Agreement and the other Loan Documents then owing to the Replaced each Substitute Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or that 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 not already a Lender shall become a Lender hereunder and the Replaced Lender shall cease party to constitute a Lender hereunder. The provisions of this Agreement and shall continue to govern acquire all the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have Commitment equal to the Borrower, portion of the Agent, the Issuing Bank, Swingline Lender or any other Affected Lender's Commitment so assigned to and assumed by it.

Substitution of Lender. If (a) the obligation of any Lender has demanded compensation or additional interest or given notice of its intention to make demand compensation or maintain Libor Loans has been suspended pursuant to additional interest under Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended8.3, (b) any Lender has demanded compensation is unable to submit any form or certificate required under Sections 2.9 Section 3.3(b) or 2.10 of this Agreement, in each case when all Lenders have not done sowithdraws or cancels any previously submitted form with no substitution therefor, (c) any Lender is a Defaulting Lendergives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (d) any payment Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of Taxes its assets, business or properties, (e) any Lender shall seek to avoid its obligation to make or maintain Term Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (n) (1) (B), (f) 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 levied or imposed) so as to require withholding or deductions 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 “all of the Lenders” 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 payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (g) any Lender shall decline to consent to a modification or waiver of the terms of 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 shall assign, in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit 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 Replaced Lender pursuant to Section 2.7(a)(ii) of this AgreementAdministrative Agent, if any, if in consideration for the Borrower prepaid at the time of payments set forth in such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Assignment 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 payment 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 Borrowerall other amounts which such Lender may be owed pursuant to this Agreement, the Replacement Lender shall become a Lender hereunder including, without limitation, Sections 2.13, 3.3, 8.3 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender10.13.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor Euro-Dollar Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspendedý8.02, (bii) any Lender has demanded compensation under Sections 2.9 Section ý8.03 or 2.10 ý8.04, (iii) any Lender shall be a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of this AgreementSection 9.04 requires the consent of all of the Lenders or all of the Lenders directly affected and, in each case when all Lenders have not done socase, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” or of a particular Lender, the consent of respect to which the Required Lenders is obtained, but the consent of any other necessary Lender is not obtainedshall have granted their consent, the Borrower shall have the right, if no Default then exists, right to replace seek a substitute financial institution or financial institutions (“Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Loans or assume the Commitment of such Lender (a the “Replaced Affected 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 under 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 Agreement 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at locates a Substitute Lender, the time of such replacement all Affected Lender shall, upon payment to it of the Loans of purchase price agreed between it and the Substitute Lender (or, failing such Replaced Lender outstanding at such time and (ii) all obligations agreement, a purchase price in the amount of the Borrower 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 Agreement and the other Loan Documents then owing all of its Notes to the Replaced Substitute Lender, and the Substitute Lender (other than those specifically described in clause (i) above in respect of which shall assume such rights and obligations, whereupon the assignment purchase price has been, or is concurrently being, paid) Substitute Lender 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 party to constitute a Lender hereunder. The provisions of this Agreement and shall continue to govern have all the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release In connection with any Defaulting such replacement, if any such Affected Lender from any obligation it may have does not execute and deliver to the BorrowerAgent a duly executed Assignment and Assumption reflecting such replacement within five Domestic Business Days of the date on which the Substitute Lender executes and delivers such Assignment and Assumption to such Affected Lender, then such Affected Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the Agent, part of the Issuing Bank, Swingline Lender or any other Affected Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ ' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 Section 3.1 or 2.10 of this Agreement, in each case 3.2 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower Company 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 Borrower under this Agreement and the other Loan Documents Company 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 Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 9.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerCompany, the AgentArranger, the Issuing Bank, Swingline Lender Administrative Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement 2.12 hereof when not all Lenders’ ' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 2.11 or 2.10 of this Agreement2.12 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, (d) 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 “all of the Lenders” 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 Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.192.20, 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 2.7(a)(ii) of this Agreement2.9 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) all obligations of the Borrower 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Administrative Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor Euro-Dollar Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspendedý8.02, (bii) any Lender has demanded compensation under Sections 2.9 Section ý8.03 or 2.10 ý8.04, (iii) any Lender shall be a Declining Lender pursuant to Section 2.08(d) or a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of this AgreementSection 9.04 requires the consent of all of the Lenders or all of the Lenders directly affected and, in each case when all Lenders have not done socase, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” or of a particular Lender, the consent of respect to which the Required Lenders is obtained, but the consent of any other necessary Lender is not obtainedshall have granted their consent, the Borrower shall have the right, if no Default then exists, right to replace seek a substitute financial institution or financial institutions (“Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Loans or assume the Commitment of such Lender (a the “Replaced Affected 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 under 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 Agreement 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at locates a Substitute Lender, the time of such replacement all Affected Lender shall, upon payment to it of the Loans of purchase price agreed between it and the Substitute Lender (or, failing such Replaced Lender outstanding at such time and (ii) all obligations agreement, a purchase price in the amount of the Borrower 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 Agreement and the other Loan Documents then owing all of its Notes to the Replaced Substitute Lender, and the Substitute Lender (other than those specifically described in clause (i) above in respect of which shall assume such rights and obligations, whereupon the assignment purchase price has been, or is concurrently being, paid) Substitute Lender 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 party to constitute a Lender hereunder. The provisions of this Agreement and shall continue to govern have all the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release In connection with any Defaulting such replacement, if any such Affected Lender from any obligation it may have does not execute and deliver to the BorrowerAgent a duly executed Assignment and Assumption reflecting such replacement within five Domestic Business Days of the date on which the Substitute Lender executes and delivers such Assignment and Assumption to such Affected Lender, then such Affected Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the Agent, part of the Issuing Bank, Swingline Lender or any other Affected Lender.

Substitution of Lender. 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 or additional interest or given notice of its intention to demand compensation or additional interest under Sections 2.9 or 2.10 of this AgreementSection 8.3, in each case when all Lenders have not done so(b) the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is a Defaulting Lenderunable 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 payment Lender gives notice of Taxes 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 or maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (n) (1) (B), (g) 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 levied or imposed) so as to require withholding or deductions by the Borrower is required under Section 2.11 hereofor payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, or (eh) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or any other Credit Documents requested by the Borrower, then and in connection such event, upon request from the Borrower delivered to such Lender and the Administrative Agent, such Lender shall assign, in accordance with any proposed amendmentthe provisions of Section 10.10 and an appropriately completed Assignment Agreement, waiver or consent requiring the consent of “all of its rights and obligations under the Lenders” Credit Documents to another Lender 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 commercial banking institution selected by the Borrower and (in the case of a commercial banking institution) reasonably satisfactory to the Replaced Lender pursuant to Section 2.7(a)(ii) of this AgreementAdministrative Agent, if any, if in consideration for the Borrower prepaid at the time of payments set forth in such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Assignment 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 payment 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 Borrowerall other amounts which such Lender may be owed pursuant to this Agreement, the Replacement Lender shall become a Lender hereunder including, without limitation, Sections 2.11, 3.3, 8.3 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender10.13.

Substitution of Lender. If (a) the obligation of Should any Lender fail to make a Loan, or maintain Libor Loans has been suspended pursuant to provide the forms or other documentation required by Section 2.10 2.4(g) in violation of this Agreement when not all Lenders’ its obligations to do so have been suspended, (b) 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, (d) any payment of Taxes by the Borrower is required or be unable to make SOFR Loans due to an event occurring under Section 2.11 hereof2.6(a) or be unable to make Loans due to an event occurring under Section 2.6(b), or claim increased costs under Section 2.6(c) or Section 2.6(d) (e) in connection with any proposed amendment, waiver or consent requiring the consent of a “all of the Lenders” or of a particular Substitutable Lender”), the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower Administrative Agent shall have the right, and the Administrative Agent shall, if no Default then existsrequested by the Borrower, at the sole expense of the Borrower, upon notice to replace such Substitutable Lender and the Borrower, require such Substitutable Lender to assign and delegate, without recourse (a “Replaced Lender”in accordance with the restrictions contained in Section 10.14 hereof) with one or more other lenders all of its interests, rights and obligations under this Agreement to an Eligible Assignee, approved by the Borrower (each, a “Replacement Lender”) reasonably acceptable to the Agentextent 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 (i) at the time of any replacement pursuant to this Section 2.19, each Replacement such Substitutable 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 have received payment of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum outstanding principal of (A) the amount of principal ofits Loans, accrued interest thereon, accrued fees and all accrued interest on, all outstanding Loans of the Replaced Lender, other amounts payable to it hereunder (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced recognizing that any Substitutable Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower may have given up its rights under this Agreement to receive payment of fees and the other Loan Documents then owing amounts pursuant to the Replaced 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 (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been“Substitution Period”), or is concurrently being, paid) such Substitutable Lender shall be paid in full by deemed not to be a “Lender” for purposes of voting on any matters (including the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution granting of the respective Assignment and Assumption, the payment of amounts referred to in clauses (iany consents or waivers) 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to of the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other LenderFinancing Documents.

Substitution of Lender. If (a) Upon the obligation of receipt by the Company from any Lender to make (an “Affected Lender”) of a notice of illegality under Section 2.3(e) 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 a claim for compensation under Sections 2.9 2.17 or 2.10 of this Agreement2.18, in each case when all Lenders have not done so, (c) or if any Lender is shall be a Defaulting Lender, the Company may: (da) any payment request that one or more of Taxes by the Borrower is required under Section 2.11 hereof, 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 discretion); or (eb) in connection with any proposed amendment, waiver designate a replacement bank or consent requiring other entity satisfactory to the consent 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 “all of the Lenders” or Substitute Lender”). Any such designation of a particular Lender, Substitute Lender under clause (b) shall be subject to the prior written consent of the Required Lenders is obtained, but the Administrative Agent (which consent shall not unreasonably be withheld). Any transfer 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 Advances or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement Commitments pursuant to this Section 2.19shall be made in accordance with Section 9.8, each Replacement and the Affected Lender or Defaulting Lender, as applicable shall enter into one or more Assignment and Assumptions pursuant be entitled to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations payment in full 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 principal amount of principal ofits outstanding Advances, all accrued interest thereon, 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at the time date of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower 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 Borrower to such Replaced Lender concurrently with such replacementtransfer. Upon the execution receipt by the Company from the Issuing Bank of the respective Assignment and Assumptiona claim for compensation under Sections 2.17 or 2.18, the payment of amounts referred Company may elect to in clauses replace the Issuing Bank as such by designating another Lender (iwhich has consented to such designation) and (ii) above andto act as Issuing Bank, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement whereupon such other Lender shall become a Lender hereunder act as the Issuing Bank and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern have the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank; provided, Swingline Lender however, that (i) such replacement shall not diminish or any impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and the other LenderLenders relative to Letters of Credit issued by the replaced Issuing Bank prior to its replacement and (ii) the new Issuing Bank shall not have the rights or obligations of the “Issuing Bank” relative to Letters of Credit issued by its predecessor Issuing Bank.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ ' obligations to do so have been suspended, (b) any 50 51 Lender has demanded compensation under Sections 2.9 3.1, 3.2 or 2.10 of this Agreement, in each case 3.6 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”"REPLACED LENDER") with one or more other lenders (eachcollectively, a “Replacement Lender”the "REPLACEMENT LENDER") reasonably acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 any appropriate Note promissory note or Notes notes executed by the BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender any Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender has demanded compensation or additional interest or given notice of its intention to make demand compensation or maintain Libor Loans has been suspended pursuant to additional interest under Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended8.3, (b) any Lender has demanded compensation is unable to submit any form or certificate required under Sections 2.9 Section 3.3(f) or 2.10 of this Agreement, in each case when all Lenders have not done sowithdraws 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, (de) any payment of Lender shall seek to avoid its obligation to make or maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (n)(1)(B), (f) 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 levied or imposed) so as to require withholding or deductions by the Borrower is required under Section 2.11 hereofor payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (eg) in connection with any proposed amendment, Lender shall decline to consent to a modification or waiver or consent requiring the consent of “all of the Lenders” terms of this Agreement or of a particular Lender, any other Credit Documents requested by the consent of Borrower that has otherwise been approved by the Required Lenders is obtainedor (h) prior to the occurrence of an Event of Default under Section 7.1(a), but the consent of 7.1(f) or 7.1(g), any other necessary Lender that is not obtaineda Qualifying Lender, then and in any such event upon request from the Borrower shall have the right, if no Default then exists, delivered to replace such Lender (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to and the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.19, each Replacement such 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 andassign, in connection therewith, shall pay to accordance with the Replaced Lender in respect thereof provisions of Section 10.10(a) and an amount equal to the sum of (A) the amount of principal of, and all accrued interest onappropriately completed Assignment Agreement, all outstanding Loans of its rights and obligations under the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing Credit Documents to the Replaced another Lender hereunder and (C) the amount which would be payable or a Qualifying Lender selected by the Borrower and (in the case of a Qualifying Lender other than a Lender) reasonably satisfactory to the Replaced Lender pursuant to Section 2.7(a)(ii) of this AgreementAdministrative Agent, if any, if in consideration for the Borrower prepaid at the time of payments set forth in such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Assignment 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 payment by the Borrower to such Replaced Lender concurrently with of all other amounts which such replacementLender may be owed pursuant to this Agreement, including, without limitation, Sections 2.11, 3.3, 8.3 and 10.13. Upon Notwithstanding the execution of the respective Assignment and Assumptionforegoing, the payment of amounts referred a Lender shall not be required to in clauses make such assignment if (i) and prior thereto, as a result of a waiver by such Lender otherwise, the circumstances entitling the Borrower to request such assignment cease to apply, (ii) above andin the case of an assignment resulting from a Lender declining to consent as described in clause (g) of the preceding sentence, if so requested by the Replacement Lender, delivery applicable assignee shall not have consented to the Replacement Lender applicable modification or waiver, (iii) in the case of the appropriate Note an assignment resulting from a claim for payments 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 to any Loans made or any other actions taken compensation by such Replaced Lender while it was pursuant to Section 3.3 or 8.3, such assignment will not result in a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrowerreduction in such payments or compensation, the Agent, the Issuing Bank, Swingline Lender or any other Lender(iv) such assignment conflicts with applicable law.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor Euro-Dollar Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, 8.02 or (bii) any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, Section 8.03 (in each case when all Lenders have not done socase, (c) any Lender is a Defaulting an "Affected Lender, (d) 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 “all of the Lenders” 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 existswith the assistance of the Administrative Agent, to replace such Lender seek a substitute lender or lenders (a “Replaced Lender”) with which may be one or more other lenders of the Lenders) (eachthe "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, a “Replacement Lender”) reasonably acceptable at an aggregate price equal to the Agentoutstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of sale. In connection with any such sale, provided that (i) at and as a condition thereof, 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, Borrower shall pay to the Replaced Affected Lender in respect thereof an amount equal all fees accrued for its account hereunder to but excluding the sum date of such sale, plus, if demanded by the Affected Lender at least two Domestic Business Days prior to such sale, (Ai) the amount of principal of, and all accrued interest on, all 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 Replaced Lender, (B) Affected Lender on 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at the time date of such replacement all of the Loans of such Replaced Lender outstanding at such time sale and (ii) all 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 under this Agreement and the other Loan Documents then owing Administrative Agent, with the subscribed consent of the LC Issuers and the Swing Lenders (to the Replaced Lender (other than those specifically described in clause (iextent required by Section 9.06(c) above in respect of which the assignment purchase price has been, or is concurrently being, paidhereof) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective enter into an Assignment and AssumptionAssumption Agreement pursuant to Section 9.06(c) hereof, 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 whereupon such Purchasing Lender shall become be a Lender party to this Agreement, shall be deemed to be an Assignee hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern have all the rights and obligations of a Replaced Lender with respect a Revolving Commitment equal to any Loans made or any other actions taken by such Replaced Lender while it was a its ratable share of the Revolving Commitment of the Affected Lender. Nothing herein In connection with any assignment pursuant to this Section 8.05, the Borrower or the Purchasing Lender shall release any Defaulting Lender from any obligation it may have pay to the BorrowerAdministrative Agent the administrative fee for processing such assignment referred to in Section 9.06(c). Upon the consummation of any sale pursuant to this Section 8.05, the AgentAffected Lender, the Issuing BankAdministrative Agent and the Borrower shall make appropriate arrangements so that, Swingline if required, each Purchasing Lender or any other Lenderreceives a new Note.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans Eurodollar Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, Sections 3.8(c) or 3.8(d) or (b) any Lender has demanded and been paid compensation under Sections 2.9 of $5,000 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower is required more under Section 2.11 hereof3.7 or 3.8, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 existswith 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 (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that . Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) at by the time of any replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to this Section 2.19, each Replacement 11.8 at a mutually agreeable price or (ii) by Borrower prepaying all outstanding Advances from the replaced Lender shall enter into one and terminating its obligations hereunder on a date specified in a notice delivered to the Administrative Agent and 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 more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire lenders assuming a Pro Rata Share of 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 Pro Rata Share of (A) the Commitments being terminated and making Advances in the same aggregate amount of principal ofand having the same maturity date or dates, and all accrued interest onrespectively, as the Advances being prepaid, all outstanding Loans pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be signed by the Replaced replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing reasonably satisfactory to such Lender). Borrower must give written notice to the Replaced affected Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower under this Agreement and the other Loan Documents then owing to Administrative Agent within sixty (60) days after the Replaced Lender (other than those specifically applicable event 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 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 (ia) and or (iib) 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 first sentence of this Agreement Section of its intent to exercise its rights under this Section, and must complete the substitution within thirty (30) days after the date of such notice. No such substitution shall continue relieve Borrower of its obligations to govern compensate and/or indemnify the rights replaced Lender as required by Sections 3.7 and obligations of a Replaced Lender 3.8 with respect to any Loans made or any the period before it is replaced and to pay all accrued interest, accrued fees and other actions taken by such Replaced amounts owing the replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lenderhereunder.

Substitution of Lender. 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower 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 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 to any Loans made or any other actions taken Exhibit 10.1 by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. (a) If (ai) the obligation of any Lender to make or maintain Libor Euro-Dollar Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, 8.02 or (bii) any Lender has demanded compensation under Sections 2.9 Section 8.03 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” or of a particular Lender8.04, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower Company shall have the rightright to seek one or more banks or other institutions (each a "SUBSTITUTE LENDER"), if no Default then exists, to replace such Lender (a “Replaced Lender”) with which may be one or more of the Lenders or one or more other lenders (each, a “Replacement Lender”) reasonably acceptable banks or institutions satisfactory to the Administrative Agent, provided that (ito purchase the Notes and assume the Commitment(s) 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 2.7(a)(ii) of this Agreement, 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 (iithe "AFFECTED LENDER") all obligations and, if the Company locates one or more Substitute Lenders, the Affected Lender shall, upon payment to it of the Borrower purchase price agreed between it and the Substitute Lender or Lenders (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 accrued for its account hereunder, assign all its rights and obligations under this Agreement and the other Loan Documents then owing Notes (including its Commitment(s) and its Loans of each Class) to the Replaced Substitute Lender (other than those specifically described in clause or Lenders, and the Substitute Lender or Lenders shall assume such rights and obligations, whereupon (i) above in respect the Commitment of which the assignment purchase price has been, or relevant Class (and/or the Loans of the relevant Class) of each Substitute Lender that is concurrently being, paid) already a Lender shall be paid in full increased by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution portion of the respective Assignment Affected Lender's Commitment of such Class (and/or Loans of such Class) so assigned to and Assumption, the payment of amounts referred to in clauses (i) assumed by it and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement each Substitute Lender of the appropriate Note or Notes executed by the Borrower, the Replacement that is not already a Lender shall become a Lender hereunder and the Replaced Lender shall cease party to constitute a Lender hereunder. The provisions of this Agreement and shall continue to govern acquire all the rights and obligations of a Replaced Lender with respect to any a Commitment of the relevant Class (and/or the Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have of the relevant Class) equal to the Borrower, portion of the Agent, the Issuing Bank, Swingline Lender or any other Affected Lender's Commitment of such Class (and/or Loans of such Class) so assigned to and assumed by it.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Rate Syndicated Loans has been suspended pursuant to Section 3.8 or 2.10 of this Agreement when not all Lenders’ Lenders obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 Section 3.7 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 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 Lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.10, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 if the Borrower Company 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 Borrower under this Agreement and the other Loan Documents Company 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 Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAcceptances, 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 Notes, if any, executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans Advances made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerCompany, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (a) In 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by event that the Borrower is required under Section 2.11 hereof, or (e) in connection with becomes obligated to pay additional amounts to any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 2.7(a)(ii) of this Agreement2.11, 2.12 or 2.13, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrower prepaid at may, within 60 days of the time 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 provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrower under this Agreement accrued but unpaid Facility Fees, Utilization Fees and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above LC Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full by relieved from all obligations to the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptionhereunder, 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 Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a LenderNote. Nothing Notwithstanding anything herein shall release any Defaulting Lender from any obligation it may have to the Borrowercontrary, in the Agentevent that a Lender is replaced pursuant to this Section 2.16 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.11, the Issuing Bank2.12 or 2.13, Swingline such Lender or any other Lendershall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor LIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement 3.8 when not all Lenders’ Lender's obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 2.9 Section 3.7 or 2.10 of this Agreement, in each case when all Lenders have not done so, (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.10, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and Commitments, the outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 if the Borrower Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, deemed 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the - 50 - Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerCompany, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor LIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement 3.8 when not all Lenders’ Lender's obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 2.9 Section 3.7 or 2.10 of this Agreement, in each case when all Lenders have not done so, (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.10, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and Commitments, the outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 if the Borrower Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, deemed 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the -50- Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerCompany, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (a) Upon the obligation of receipt by the Company from any Lender to make (an “Affected Lender”) of a notice of illegality under Section 2.3(e) 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 a claim for compensation under Sections 2.9 2.17 or 2.10 of this Agreement2.18, in each case when all Lenders have not done so, (c) or if any Lender is shall be a Defaulting Lender, the Company may: (da) any payment request that one or more of Taxes by the Borrower is required under Section 2.11 hereof, 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 discretion); or (eb) in connection with any proposed amendment, waiver designate a replacement bank or consent requiring other entity satisfactory to the consent 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 “all of the Lenders” or Substitute Lender”). Any such designation of a particular Lender, Substitute Lender under clause (b) shall be subject to the prior written consent of the Required Lenders is obtained, but the Administrative Agent (which consent shall not unreasonably be withheld). Any transfer 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 Advances or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement Commitments pursuant to this Section 2.19shall be made in accordance with Section 9.8, each Replacement and the Affected Lender or Defaulting Lender, as applicable shall enter into one or more Assignment and Assumptions pursuant be entitled to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations payment in full 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 principal amount of principal ofits outstanding Advances, all accrued interest thereon, 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at the time date of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower 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 Borrower to such Replaced Lender concurrently with such replacementtransfer. Upon the execution receipt by the Company from the Issuing Bank of the respective Assignment and Assumptiona claim for compensation under Sections 2.17 or 2.18, the payment of amounts referred Company may elect to in clauses replace the Issuing Bank as such by designating another Lender (iwhich has consented to such designation) and (ii) above andto act as Issuing Bank, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement whereupon such other Lender shall become a Lender hereunder act as the Issuing Bank and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern have the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank; provided, Swingline Lender however, that (i) such replacement shall not diminish or any impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and the other LenderLenders relative to Letters of Credit issued by the replaced Issuing Bank prior to its replacement and (ii) the new Issuing Bank shall not have the rights or obligations of the “Issuing Bank” relative to Letters of Credit issued by its predecessor Issuing Bank.

Substitution of Lender. 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, Lender or (d) 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 “all of the Lenders” 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 Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.192.18, 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, (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 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Administrative Agent, the any Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor LIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement 3.9 when not all Lenders’ ' obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case Section 3.8 when all Lenders have not done so, so or (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 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 (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.12, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.10 if the Borrower Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.10 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor Euro-Dollar Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspendedý8.02, (bii) any Lender has demanded compensation under Sections 2.9 Section ý8.03 or 2.10 ý8.04, (iii) any Lender shall be a Declining Lender pursuant to Section 2.08(d) or a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of this AgreementSection 9.04 requires the consent of all of the Lenders or all of the Lenders directly affected and, in each case when all Lenders have not done socase, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” or of a particular Lender, the consent of respect to which the Required Lenders is obtained, but the consent of any other necessary Lender is not obtainedshall have granted their consent, the Borrower shall have the right, if no Default then exists, right to replace seek a substitute financial institution or financial institutions (“Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Loans or assume the Commitment of such Lender (a the “Replaced Affected 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 under 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 Agreement 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at locates a Substitute Lender, the time of such replacement all Affected Lender shall, upon payment to it of the Loans of purchase price agreed between it and the Substitute Lender (or, failing such Replaced Lender outstanding at such time and (ii) all obligations agreement, a purchase price in the amount of the Borrower 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 Agreement and the other Loan Documents then owing all of its Notes to the Replaced Substitute Lender, and the Substitute Lender (other than those specifically described in clause (i) above in respect of which shall assume such rights and obligations, whereupon the assignment purchase price has been, or is concurrently being, paid) Substitute Lender 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 party to constitute a Lender hereunder. The provisions of this Agreement and shall continue to govern have all the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release In connection with any Defaulting such replacement, if any such Affected Lender from any obligation it may have does not execute and deliver to the BorrowerAgent a duly executed Assignment and Assumption reflecting such replacement within five Domestic Business Days of the date on which the Substitute Lender executes and delivers such Assignment and Assumption to such Affected Lender, then such 3 Affected Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the Agent, part of the Issuing Bank, Swingline Lender or any other Affected Lender. (i) Section 9.04 shall be deleted and replaced with the following: SECTION 9.04.

Substitution of Lender. 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 Section 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower Borrowers is required under Section 2.11 hereof, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenderseach Lender” or of a particular Lender“each Lender directly affected thereby”, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, or (f) it is or has become unlawful for a Lender to make Loans to or participate in Letters of Credit for the account of a Foreign Borrower when it is not unlawful for all of the Lenders to do so or a Lender is prohibited by the terms of its organizational documents to make such Loans or participate in such Letters of Credit, the Company 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 2.192.18, 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, (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 Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrower 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 Borrower 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 Borrower 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 BorrowerBorrowers, 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerBorrowers, the Administrative Agent, the Issuing Bank, Swingline Lender or any other Lender. In the case of an assignment by a Lender of a Libor Loan other than on the last day of the Interest Period applicable thereto as a result of the replacement of such Lender pursuant to this Section, the Company will pay such Lender any applicable Breakage Fee with respect to such Libor Loan.

Substitution of Lender. If (a) In 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by event that the Borrower is required under Section 2.11 hereof, or (e) in connection with becomes obligated to pay additional amounts to any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 2.7(a)(ii) of this Agreement2.11, 2.12 or 2.13, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrower prepaid at may, within 60 days of the time 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 provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrower under this Agreement accrued but unpaid Facility Fees, Term-Out Fees and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above LC Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full by relieved from all obligations to the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptionhereunder, 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 Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a LenderNote. Nothing Notwithstanding anything herein shall release any Defaulting Lender from any obligation it may have to the Borrowercontrary, in the Agentevent that a Lender is replaced pursuant to this Section 2.16 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.11, the Issuing Bank2.12 or 2.13, Swingline such Lender or any other Lendershall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower Borrowers is required under Section 2.11 hereof, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenderseach Lender” or of a particular Lender“each Lender directly affected thereby”, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, or (f) it is or has become unlawful for a Lender to make Loans to or participate in Letters of Credit for the account of a Foreign Borrower when it is not unlawful for all of the Lenders to do so or a Lender is prohibited by the terms of its organizational documents to make such Loans or participate in such Letters of Credit, the Company 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 2.192.18, 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, (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 Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrower 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 Borrower 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 Borrower 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 BorrowerBorrowers, 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerBorrowers, the Administrative Agent, the Issuing Bank, Swingline Lender or any other Lender. In the case of an assignment by a Lender of a Libor Loan other than on the last day of the Interest Period applicable thereto as a result of the replacement of such Lender pursuant to this Section, the Company will pay such Lender any applicable Breakage Fee with respect to such Libor Loan.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ ' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1 or 2.10 of this Agreement, in each case 3.2 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time 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) all obligations of the Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ ' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1 or 2.10 of this Agreement, in each case 3.2 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided PROVIDED that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Issuer or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor Euro-Dollar Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended10.02, (bii) any Lender has demanded compensation under Sections 2.9 Section 10.03 or 2.10 of this Agreement, in each case when all Lenders have not done so10.04, (ciii) any Lender is shall be a Defaulting Lender, Lender or (div) any payment Lender shall fail to consent to amendment or waiver which pursuant to the terms of Taxes by the Borrower is required under Section 2.11 hereof, 11.05 or (e) in connection with any proposed amendment, waiver or consent requiring other provision if any Loan Document requires the consent of “all of the Lenders” or of a particular Lender, the consent of Lenders and with respect to which the Required Lenders is obtained, but the consent of any other necessary Lender is not obtainedshall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (a “the "Replaced Lender”") with one or more other lenders Eligible Transferee(s), none of whom shall constitute a Defaulting Lender at the time of such replacement (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the AgentAdministrative Agent and the Issuing Lenders, provided that (i) at the time of any replacement pursuant to this Section 2.1910.06, each the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements, substantially in the form of Exhibit H hereto, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans (and other obligations 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 amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the an amount of equal to all accrued, but theretofore unpaid, fees and expenses, if applicable, under Section 2.06 owing to the Replaced Lender hereunder and (C) an amount equal to the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 2.13 if the Borrower 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 Borrower 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 Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssumption 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 Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 2.12, 10.03, 10.04 and 11.03) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If Upon the receipt by the Company from any Lender (an “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, the Company may: (a) request that one or more of the obligation other Lenders assume all or part of any such Affected Lender’s or Defaulting Lender’s Advances and Commitments (which request each such other Lender may decline or agree to make in its sole discretion); 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 designate a replacement bank or 2.10 other entity satisfactory to the Company to acquire and assume all or part of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a such Affected Lender’s or Defaulting Lender, ’s Advances and Commitments at the face amount thereof (d) 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 a “all of the Lenders” or Substitute Lender”). Any such designation of a particular Lender, Substitute Lender under clause (b) shall be subject to the prior written consent of the Required Lenders is obtained, but the Administrative Agent (which consent shall not unreasonably be withheld). Any transfer 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 Advances or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement Commitments pursuant to this Section 2.19shall be made in accordance with Section 9.8, each Replacement and the Affected Lender or Defaulting Lender, as applicable shall enter into one or more Assignment and Assumptions pursuant be entitled to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations payment in full 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 principal amount of principal ofits outstanding Advances, all accrued interest thereon, 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at the time date of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower 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 Borrower to such Replaced Lender concurrently with such replacementtransfer. Upon the execution receipt by the Company from the Issuing Bank of the respective Assignment and Assumptiona claim for compensation under Sections 2.17 or 2.18, the payment of amounts referred Company may elect to in clauses replace the Issuing Bank as such by designating another Lender (iwhich has consented to such designation) and (ii) above andto act as Issuing Bank, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement whereupon such other Lender shall become a Lender hereunder act as the Issuing Bank and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern have the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank; provided, Swingline Lender however, that (i) such replacement shall not diminish or any impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and the other LenderLenders relative to Letters of Credit issued by the replaced Issuing Bank prior to its replacement and (ii) the new Issuing Bank shall not have the rights or obligations of the “Issuing Bank” relative to Letters of Credit issued by its predecessor Issuing Bank.

Substitution of Lender. If any Lender (a “Substitutable Lender”) (a) fails to consent to an election, consent, amendment, waiver or other modification to this Credit Agreement that requires unanimous consent of Lenders (where consent of the obligation of any Lender to make or maintain Libor Loans Majority Lenders has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspendedobtained), (b) any Lender has demanded compensation under Sections 2.9 makes a demand upon Borrower for (or 2.10 if Borrower is otherwise required to pay) amounts pursuant to Section 2.11(c) or Section 2.11(d) (and the payment of this Agreementsuch amounts are, and are likely to continue to be, more onerous in each case when all Lenders have not done sothe 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) any Lender is becomes a Defaulting Lender, Borrower may (din the case of clause (a) only, within 30 days of the date by which Lenders are required to respond to any payment of Taxes by the Borrower is required under Section 2.11 hereofrequest for an election, or (e) in connection with any proposed consent, amendment, waiver or consent requiring other modification or at any time, in the consent case of “all of the Lenders” clause (b) 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 clause (c)) give notice (a “Replaced LenderReplacement Notice”) with one in writing to Administrative Agent and such Substitutable Lender of its intention to cause such Substitutable Lender to sell all or more any portion of its Loans, LC Loans (if any), Commitments and/or Notes (if any) to another financial institution or other lenders Person (each, a “Replacement Lender”) reasonably acceptable to the Agentdesignated in such Replacement Notice; provided, provided however, that no Replacement Notice may be given by Borrower if (i) at the time of such replacement conflicts with any replacement pursuant to this Section 2.19, each Replacement Lender shall enter into one applicable law 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 Lenderregulation, (Bii) the amount any Event of all accrued, but theretofore unpaid, fees Default shall have occurred 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid continuing at the time of such replacement all of (unless such Replacement Notice relates solely to the Loans waiver of such Replaced Event of Default) or (iii) prior to any such replacement in connection with clause (b) above, such Lender outstanding at 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 time Replacement Notice, notify Borrower and such Substitutable Lender in writing that the Replacement Lender is reasonably satisfactory to Administrative Agent (iisuch 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) all and other rights and obligations of the Borrower under this Credit Agreement and all other Credit Documents (including Obligations, if applicable) designated in the other Loan Documents then owing Replacement Notice to such Replacement Lender; provided, however, that (A) such assignment shall be without recourse, representation or warranty (in accordance with and subject to the Replaced 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 those specifically described with respect to the purchase price which shall be no less than the amount set forth in clause (iB)), (B) above the purchase price paid by such Replacement Lender shall be in the amount of such Substitutable Lender’s 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 amounts demanded and unreimbursed under Section 2.11(c) or Section 2.11(d), owing to such Substitutable Lender hereunder, (C) in the case of which an assignment and assumption from an event described in the assignment purchase price has beenclause (a) of the first sentence of this Section, or is concurrently beingthe Replacement Lender shall consent, paidat the time of such assignment, to such event, and (D) Borrower shall be paid in full pay to the Substitutable Lender and Administrative Agent all reasonable out-of-pocket expenses incurred by the Borrower to such Replaced Substitutable Lender concurrently and Administrative Agent in connection with such replacementassignment and assumption (including the processing fees described in Section 11.11). Upon the execution effective date 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 Borroweran assignment described above, the Replacement Lender shall become a Lender hereunder and “Lender” for all purposes under 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other LenderCredit Documents.

Substitution of Lender. If (a) In 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by event that the Borrower is required under Section 2.11 hereof, or (e) in connection with becomes obligated to pay additional amounts to any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 2.7(a)(ii) of this Agreement2.11, 2.12 or 2.13, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrower prepaid at may, within 60 days of the time 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 provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrower under this Agreement accrued but unpaid Facility Fees and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above LC Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full by relieved from all obligations to the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptionhereunder, 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 Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a LenderNote. Nothing Notwithstanding anything herein shall release any Defaulting Lender from any obligation it may have to the Borrowercontrary, in the Agentevent that a Lender is replaced pursuant to this Section 2.15 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.11, the Issuing Bank2.12 or 2.13, Swingline such Lender or any other Lendershall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ ' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1, 3.2 or 2.10 of this Agreement, in each case 3.6 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”"REPLACED LENDER") with one or more other lenders (eachcollectively, a “Replacement Lender”the "REPLACEMENT LENDER") reasonably acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 any appropriate Note promissory note or Notes notes executed by the BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender any Agent or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor Fixed Rate Loans has been suspended pursuant to Section 2.10 of this Agreement 3.8 when not all Lenders’ ' obligations to do so have been suspended, suspended (bii) any Lender has demanded compensation under Sections 2.9 Section 3.7 when not all Lender's have or 2.10 of this Agreement, in each case when all Lenders have not done so, (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 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 (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.10, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 or 3.11 if the Borrower Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerCompany, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender. Each Lender agrees to take such actions, at the Company's expense, as may be reasonably necessary to effect the foregoing if it shall become a Replaced Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor Loans any Loan has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended8.02, (bii) any Lender has demanded or the Borrowers are required to pay any compensation under Sections 2.9 or 2.10 of this Agreementto a Lender, in each case when all Lenders have not done sounder Section 8.03 or 8.04, (ciii) any Lender has not signed an amendment or waiver that, pursuant to Section 11.05(a), requires 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 aggregate amount of the Commitments or (v) any Lender has become a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then existswith the assistance of the Administrative Agent, to replace 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 Commitment of such Lender (a the “Replaced Exiting Lender”) with one ). The Exiting Lender shall, upon reasonable notice and payment to it of the purchase price agreed between it and the Substitute Lender or more other lenders Lenders (eachor, failing such agreement, 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 purchase price equal to the sum of (A) the outstanding principal amount of principal ofits Committed Loans and interest accrued thereon to but excluding the date of payment), 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at the time of such replacement assign all of the Loans of such Replaced Lender outstanding at such time its rights and (ii) all obligations of the Borrower under this Agreement and the other Loan Documents then owing Notes (including its Commitment but excluding its Competitive Bid Loans, if any, unless it otherwise agrees) to the Replaced Substitute Lender (other than those specifically described or Lenders, and the Substitute Lender or Lenders shall assume such rights and obligations, 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 Borrower to accordance with Section 11.06(c). In connection with any such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptionsale, the payment of amounts referred to Company shall compensate the Exiting Lender for any funding losses as provided in clauses (i) Section 2.14 and (ii) above and, if so requested by the Replacement Lender, delivery pay to the Replacement Exiting Lender its facility fees accrued to but excluding the date 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lendersale.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 Sections 3.6, 3.7 or 3.10 in an aggregate amount in excess 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained$50,000, the Borrower shall have may, within 60 days of the rightdemand by such Lender for such additional amounts in excess of $50,000, if no Default then exists, (i) request one or more of the other Lenders to replace elect to increase its Commitment by an amount up to the amount of the Commitment of such Lender (a “Replaced "Selling Lender”") with one and purchase the Revolving Credit Loans of such Selling Lender subject to the written consent of the Agent which shall not be unreasonably withheld or more other lenders (eachii) designate another lender (such lender, a “"Replacement Lender”") reasonably acceptable upon the written consent of the Agent which shall not be unreasonably withheld and the Replacement Lender (other than such Selling Lender) willing to assume the Commitment, and purchase the Revolving Credit Loans, of such Selling Lender. 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 Agentamount due thereon, provided that (i) its title to such Revolving Credit Note and its right to sell the same), at a price in immediately available funds equal to the time 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 replacement pursuant other amounts due to this Section 2.19such Selling Lender under the Loan Documents. Effective upon such sale, each Replacement Lender shall enter into one be deemed to be a "Lender" for purposes of this Agreement, and such Selling Lender shall cease to be a "Lender" for all purposes of this Agreement (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to indemnification, with respect to matters attributable to events, acts or more Assignment conditions occurring prior to such assumption and Assumptions pursuant purchase) and shall no longer have any obligations hereunder. The Borrower shall execute and deliver to which the such Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, a Revolving Credit Note in connection therewith, shall pay to the Replaced Lender in respect thereof an aggregate principal amount equal to the sum of (A) the amount of principal ofRevolving Credit Loans assigned to, and all accrued interest onthe Commitment assumed by, 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 such Replacement Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower 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 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 Selling 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have return its cancelled Revolving Credit Note to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) In 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by event that the Borrower is required under Section 2.11 hereof, or (e) in connection with becomes obligated to pay additional amounts to any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 2.7(a)(ii) of this Agreement2.10, 2.12, 2.13 or 2.16, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrower prepaid at may, within 60 days of the time 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 provisions of such replacement all of Section 11.7, designate an Eligible Assignee to purchase the Loans of such Replaced Lender outstanding at and such time and (ii) all obligations of the Borrower under this Agreement and the other Loan Documents then owing Lender's rights hereunder, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the Replaced Lender (other than those specifically described in clause (i) above 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 which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full by relieved from all obligations to the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptionhereunder, 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 Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a LenderNote. Nothing Notwithstanding anything herein shall release any Defaulting Lender from any obligation it may have to the Borrowercontrary, in the Agentevent that a Lender is replaced pursuant to this Section 2.18 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.10, the Issuing Bank2.12, Swingline 2.13 or 2.16, such Lender or any other Lendershall be entitled to receive such additional amounts as if it had not been so replaced.

Substitution of Lender. 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 or given notice of its intention to demand compensation under Sections 2.9 or 2.10 of this AgreementSection 8.3, in each case when all Lenders have not done so(b) the Borrower is required to pay any additional amount to any Lender under Section 2.13, (c) any Lender is a Defaulting Lenderunable 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 payment 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 Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (S) 1821(e) or (n) (1) (B), (g) 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 levied or imposed) so as to require withholding or deductions by the Borrower is required under Section 2.11 hereofor payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (h) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or any other Operative Document requested by the Borrower, or (ei) in connection with any proposed amendment, waiver or consent requiring Lender fails to maintain a short- term rating of A-1 from S&P and P-1 from Xxxxx'x (unless otherwise agreed by the consent of “all of the Lenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtainedAgent, 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 the rightoccurred, if no Default then existssuch request shall be required), to replace such Lender shall assign, in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit Documents to another Lender or a commercial banking institution with the requisite ratings (a “Replaced Lender”unless otherwise agreed by the Agent, the Borrower and the Guarantor) with one or more other lenders (each, a “Replacement Lender”) selected by the Borrower and reasonably acceptable satisfactory 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 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at fails to make such selection, by the time of Agent, in consideration for the payments set forth in such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Assignment 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 payment by the Borrower to such Replaced Lender concurrently with of all other amounts which such replacementLender may be owed pursuant to this Agreement, including, without limitation, Sections 2.13, 3.3, 8.3 and 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 of such Lender). 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 Each Lender shall provide prompt written notice to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder Agent and the Replaced Lender shall cease Borrower of any failure by it to constitute maintain a Lender hereunder. The provisions short-term rating of this Agreement shall continue to govern the rights A-1 from S&P and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender P-1 from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other LenderXxxxx'x.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor LIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement 3.8 when not all Lenders’ Lender's obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 2.9 Section 3.7 or 2.10 of this Agreement, in each case when all Lenders have not done so, (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.10, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 if the Borrower Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, deemed 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerCompany, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor LIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement 3.9 when not all Lenders’ ' obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case Section 3.8 when all Lenders have not done so, so or (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 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 (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.12, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.10 if the Borrower Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Company 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender.in

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Eurodollar Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1 or 2.10 of this Agreement, in each case 3.2 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, or (e) in connection with any Lender has failed to consent to a proposed amendment, waiver waiver, discharge or consent requiring termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document that requires the consent of “all of the Lenders” or of a particular Lender, the consent of affected Lenders and with respect to which the Required Lenders is obtained, but the consent of any other necessary Lender is not obtainedshall have granted their consent, the Borrower Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (eachcollectively, a the “Replacement Lender”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Administrative Agent, the Issuing Bank, Swingline Lender Issuer or any other Lender.

Substitution of Lender. 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, hereof or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenderseach Lender” or of a particular Lender“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 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 2.192.18, 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, (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 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Administrative Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) In 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by event that the Borrower is required under Section 2.11 hereof, or (e) in connection with becomes obligated to pay additional amounts to any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 2.7(a)(ii) of this Agreement2.10, 2.11 or 2.12, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrower prepaid at may, within 60 days of the time 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 provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative 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 Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrower under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above accrued but unpaid Facility Fees, Utilization Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full by relieved from all obligations to the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptionhereunder, 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 Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a LenderNote. Nothing Notwithstanding anything herein shall release any Defaulting Lender from any obligation it may have to the Borrowercontrary, in the Agentevent that a Lender is replaced pursuant to this Section 2.15 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.10, the Issuing Bank2.11 or 2.12, Swingline such Lender or any other Lendershall be entitled to receive such additional amounts as if it had not been so replaced. ARTICLE 3.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor LIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement 3.8 when not all Lenders’ Lenders obligations to do so have been suspended, suspended (bii) any Lender has demanded compensation under Sections 2.9 Section 3.7 or 2.10 of this Agreement, in each case when all Lenders have not done so, (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.10, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 if the Borrower Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerCompany, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If In the event (a) the obligation of Borrowers receive a claim from any Lender to make for compensation under Section 3.01 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 suspended3.04 hereof, (b) the Borrowers receive notice from any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case when all Lenders have not done soany illegality pursuant to Section 3.02 hereof, (c) any Lender is then a Defaulting LenderLender 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 payment 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 Taxes 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 is required under Section 2.11 hereofAgent, provided, that (i) such assignment shall not conflict with or (e) in connection with violate any proposed amendmentlaw, waiver rule or consent requiring the consent of “all of the Lenders” regulation or of a particular Lender, the consent of the Required Lenders is obtained, but the consent order of any court or other necessary Lender is not obtainedgovernmental authority, (ii) 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 paid to the AgentAffected Lender all monies other than such principal owing to it hereunder, provided that (iiii) at the time of any replacement pursuant to this Section 2.19assignment is entered into in accordance with, 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 subject to the Replaced consents required by, Section 11.06 hereof (provided any assignment fees (unless waived) and reasonable reimbursable expenses due thereunder shall be paid by the Borrowers) and such Affected Lender in respect thereof an amount equal to the sum of (A) the amount of is paid such 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 it hereunder and (Civ) in the amount which would be payable case of an Affected Lender, described in the preceding clause (d), the Eligible Assignee specified by the Borrower consents to such amendment or waiver. If the Affected Lender shall refuse or fail to execute and deliver the applicable Assignment and Acceptance prior to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at the time effective date of such replacement all of substitution, the Loans of Affected Lender shall be deemed to have executed and delivered such Replaced Lender outstanding at such time Assignment and (ii) all obligations of the Borrower under this Agreement and Acceptance subject to the other Loan Documents then owing to the Replaced Lender (other than those specifically described terms and conditions set forth 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other LenderSection 2.16(c).

Substitution of Lender. 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 or additional interest or given notice of its intention to demand compensation or additional interest under Sections 2.9 or 2.10 of this AgreementSection 8.3, in each case when all Lenders have not done so(b) the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is a Defaulting Lenderunable 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 payment Lender gives notice of Taxes 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 or maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (S) 1821(e) or (n) (1) (B), (g) 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 levied or imposed) so as to require withholding or deductions by the Borrower is required under Section 2.11 hereofor payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, or (eh) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or any other Credit Documents requested by the Borrower, then and in connection such event, upon request from the Borrower delivered to such Lender and the Syndication Agent, such Lender shall assign, in accordance with any proposed amendmentthe provisions of Section 10.10 and an appropriately completed Assignment Agreement, waiver or consent requiring the consent of “all of its rights and obligations under the Lenders” Credit Documents to another Lender 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 commercial banking institution selected by the Borrower and (in the case of a commercial banking institution) reasonably satisfactory to the Replaced Lender pursuant to Section 2.7(a)(ii) of this AgreementSyndication Agent, if any, if in consideration for the Borrower prepaid at the time of payments set forth in such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Assignment 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 payment 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 Borrowerall other amounts which such Lender may be owed pursuant to this Agreement, the Replacement Lender shall become a Lender hereunder including, without limitation, Sections 2.11, 3.3, 8.3 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender10.13.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor LIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement 3.8 when not all Lenders’ Lender’s obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 2.9 Section 3.7 or 2.10 of this Agreement, in each case when all Lenders have not done so, (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (eachcollectively, a the “Replacement Lender”) reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.10, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and Commitments, the outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.9 if the Borrower Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrower under this Agreement and the other Loan Documents Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, deemed 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.9 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the BorrowerCompany, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1 or 2.10 of this Agreement, in each case 3.2 when all Lenders have not done so, so or (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (eachcollectively, a the “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time 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) all obligations of the Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans Eurodollar Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, Sections 3.8(c) or 3.8(d) or (b) any Lender has demanded and been paid compensation under Sections 2.9 of $5,000 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower is required more under Section 2.11 hereof3.7 or 3.8, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 existswith 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 (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that . Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) at by the time of any replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to this Section 2.19, each Replacement 11.8 at a mutually agreeable price or (ii) by Borrower prepaying all outstanding Advances from the replaced Lender shall enter into one and terminating its obligations hereunder on a date specified in a notice delivered to the Administrative Agent and 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 more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations lenders assuming a Pro Rata Share of the Replaced Lender and, Commitment in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum Pro Rata Share of (A) the Commitment being terminated and making Advances in the same aggregate amount of principal ofand having the same maturity date or dates, and all accrued interest onrespectively, as the Advances being prepaid, all outstanding Loans pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be signed by the Replaced replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing reasonably satisfactory to such Lender). Borrower must give written notice to the Replaced affected Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower under this Agreement and the other Loan Documents then owing to Administrative Agent within sixty (60) days after the Replaced Lender (other than those specifically applicable event 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 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 (ia) and or (iib) 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 first sentence of this Agreement Section of its intent to exercise its rights under this Section, and must complete the substitution within thirty (30) days after the date of such notice. No such substitution shall continue relieve Borrower of its obligations to govern compensate and/or indemnify the rights replaced Lender as required by Sections 3.7 and obligations of a Replaced Lender 3.8 with respect to any Loans made or any the period before it is replaced and to pay all accrued interest, accrued fees and other actions taken by such Replaced amounts owing the replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lenderhereunder.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Fixed Rate Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3, except when not all Lenders’ ' obligations to do so 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 2.9 3.1, 3.2 or 2.10 of this Agreement, in each case 3.6 when all Lenders have not done so, (c) any Lender is a Defaulting Lender, Lender or (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, or (e) in connection with a request by any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or of a particular Lender, Borrower to obtain the consent of the Required Lenders is obtainedto a waiver, but amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any other necessary Lender is having not obtainedmore 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 Borrower Company shall have the right, if no Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which that would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Issuer or any other Lender.

Substitution of Lender. If (a) In the obligation of event that the Borrowers become obligated to pay additional amounts to any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 Sections 2.10, 2.12 or 2.16 in an aggregate amount in excess 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, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained$50,000, the Borrower shall have Notice Party on behalf of the rightBorrowers may, if no Default then existswithin 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 replace elect to increase its Commitment by an amount up to the amount of the Commitment of such Lender (a “Replaced Lender”"SELLING LENDER") with one and purchase the Loans of such Selling Lender or more other lenders (eachii) designate another lender (such lender, a “Replacement Lender”"REPLACEMENT LENDER") reasonably acceptable to the AgentAdministrative Agent and the Lenders (other than such Selling Lender) willing to assume the Commitment, provided that and purchase the Loans, of such Selling Lender. 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 (i) 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 time 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 replacement pursuant other amounts due to this Section 2.19such Selling Lender under the Loan Documents. Effective upon such sale, each Replacement Lender shall enter into one be deemed to be a "Lender" for purposes of this Agreement, and such Selling Lender shall cease to be a "Lender" for all purposes of this Agreement (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to indemnification, with respect to matters attributable to events, acts or more Assignment conditions occurring prior to such assumption and Assumptions pursuant purchase) and shall no longer have any obligations hereunder. The Borrowers shall execute and deliver to which the such Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, a Note in connection therewith, shall pay to the Replaced Lender in respect thereof an aggregate principal amount equal to the sum of (A) the amount of principal ofLoans assigned to, and all accrued interest onthe Commitment assumed by, 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 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower 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 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans Eurodollar Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, Sections 3.8(c) or 3.8(d) or (b) any Lender has demanded and been paid compensation under Sections 2.9 of $5,000 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower is required more under Section 2.11 hereof3.7 or 3.8, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” 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 existswith 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 (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that . Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) at by the time of any replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to this Section 2.19, each Replacement 11.8 at a mutually agreeable price or (ii) by Borrower prepaying all outstanding Advances from the replaced Lender shall enter into one and terminating its obligations hereunder on a date specified in a notice delivered to the Administrative Agent and 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 more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations lenders assuming a Pro Rata Share of the Replaced Lender and, Commitment in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum Pro Rata Share of (A) the Commitment being terminated and making Advances in the same aggregate amount of principal ofand having the same maturity date or dates, and all accrued interest onrespectively, as the Advances being prepaid, all outstanding Loans pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be signed by the Replaced replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing reasonably satisfactory to such Lender). Borrower must give written notice to the Replaced affected Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, 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) all obligations of the Borrower under this Agreement and the other Loan Documents then owing to Administrative Agent within sixty (60) days after the Replaced Lender (other than those specifically applicable event 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 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 (ia) and or (iib) 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 first sentence of this Agreement Section of its intent to exercise its rights under this Section, and must complete the substitution within thirty (30) days after the date of such notice. No such substitution shall continue relieve Borrower of its obligations to govern compensate and/or indemnify the rights replaced Lender as required by Sections 3.7 and obligations of a Replaced Lender 3.8 with respect to any Loans made or any the period before it is replaced and to pay all accrued interest, accrued fees and other actions taken by such Replaced amounts owing the replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lenderhereunder.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Fixed Rate Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3, except when not all Lenders’ ' obligations to do so 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 2.9 3.1, 3.2 or 2.10 of this Agreement, in each case 3.6 when all Lenders have not done so, (c) any Lender is a Defaulting Lender, Lender or (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, or (e) in connection with a request by any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or of a particular Lender, Borrower to obtain the consent of the Required Lenders is obtainedto a waiver, but amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any other necessary Lender is having not obtainedmore 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 Borrower Company shall have the right, if no Default then exists, to replace such Lender (a “"Replaced Lender”") with one or more other lenders (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided PROVIDED that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which that would be payable by the Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower 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 Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Issuer or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Libor LIBOR Loans has been suspended pursuant to Section 2.10 of this Agreement 3.9 when not all Lenders’ ' obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case Section 3.8 when all Lenders have not done so, so or (ciii) any Lender is a Defaulting Lender, (d) 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 “all of the Lenders” 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 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 (eachcollectively, a “the "Replacement Lender”") reasonably acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 2.193.12, each the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans 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 and expenses, if applicable, owing to the Replaced Lender hereunder and under Section 2.3, (Cy) the Company shall pay any amount which would be payable by the Borrower Company to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, 3.10 if the Borrower Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time time, and (iiz) all obligations of the Borrower under this Agreement and the other Loan Documents Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has 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 AssumptionAcceptances, the payment of amounts referred to in clauses (ix), (y) and (iiz) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.10 and 8.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Agent or any other Lender.

Substitution of Lender. 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 or given notice of its intention to demand compensation under Sections 2.9 or 2.10 of this AgreementSection 8.3, in each case when all Lenders have not done so(b) the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is a Defaulting Lenderunable 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 payment Lender gives notice of Taxes 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 or maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (S) 1821(e) or (n) (1) (B), (g) 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 levied or imposed) so as to require withholding or deductions by the Borrower is required under Section 2.11 hereofor payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, or (eh) any Lender shall decline to consent to a modification or waiver of the terms of this Agreement or any other Credit Documents requested by the Borrower, then and in connection such event, upon request from the Borrower delivered to such Lender and the Administrative Agent, such Lender shall assign, in accordance with any proposed amendmentthe provisions of Section 10.10 and an appropriately completed Assignment Agreement, waiver or consent requiring the consent of “all of its rights and obligations under the Lenders” Credit Documents to another Lender 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 commercial banking institution selected by the Borrower and (in the case of a commercial banking institution) reasonably satisfactory to the Replaced Lender pursuant to Section 2.7(a)(ii) of this AgreementAdministrative Agent, if any, if in consideration for the Borrower prepaid at the time of payments set forth in such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Assignment 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 payment 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 Borrowerall other amounts which such Lender may be owed pursuant to this Agreement, the Replacement Lender shall become a Lender hereunder including, without limitation, Sections 2.11, 3.3, 8.3 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 to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender10.13.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement 3.3 when not all Lenders’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 3.1, 3.2 or 2.10 of this Agreement, in each case 3.6 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, or (e) in connection with any Lender has failed to consent to a proposed amendment, waiver waiver, discharge or consent requiring termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document which requires the consent of “all of the Lenders” or of a particular Lender, the consent of affected Lenders and with respect to which the Required Lenders is obtained, but the consent of any other necessary Lender is not obtainedshall have granted their consent, the Borrower Company shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (eachcollectively, a the “Replacement Lender”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 2.193.7, each the Replacement Lender shall enter into one or more Assignment and Assumptions 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 and expenses, if applicable, 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 Borrower Borrowers to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement3.4, if any, if the Borrower Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time 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) all obligations of the Borrower under this Agreement and the other Loan Documents 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 by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and AssumptionAssignments, 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 Borrowerappropriate 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 (including without limitation Sections 3.4, 10.7 and 10.11) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken or information received by such Replaced Lender lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the any Borrower, the Agent, the Issuing Bank, Swingline Lender Administrative Agent or any other Lender.