Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event that (a) the Borrower receives Borrowers receive a claim from any Lender for material compensation under Section 10.3 Article III hereof at a time when (i) no Default or 12.1 hereofEvent of Default exists hereunder, and (ii) no other Lender has demanded such compensation, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (dc) in the event a Lender fails to consent to an amendment or waiver requested under Section 12.13 11.3 hereof requiring the consent of all Lenders at a time when the Required Lenders have Agent has approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c)) above, or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirements, require, at its their expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, rights and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and any other amounts at any time owing to it hereunder and under the other Loan Documents) to an Eligible Assignee specified by the Borrowera Designated Lender; provided, provided however, that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) Borrowers shall have received the Borrower written consent of the Agent to such assignment (which such consent shall not be unreasonably withheld), (iii) Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 2.4 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder), and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 11.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by Borrowers). In the Borrower)event that any Lender is a Defaulting Lender, such Lender shall not be entitled to vote and shall not be included in such calculation, and shall not be entitled to receive any fees otherwise payable to such Lender hereunder.

Substitution of Lenders. In the event that (a) (i) any Lender makes a claim under Section 2.14(c) or Section 2.15, or (ii) it becomes illegal for any Lender to continue to fund or make any BA Rate Loan and such Lender notifies the Borrower receives a claim from pursuant to Section 2.14(d), or (iii) the Borrower is required to make any payment pursuant to Section 2.16 that is attributable to any Lender, or (iv) any Lender for compensation under Section 10.3 or 12.1 hereofis a Non-Funding Lender, (b) in the Borrower receives notice from any case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of any illegality pursuant interest payable to Section 10.1 hereof, the Requisite Lenders under this Agreement and (c) any Lender is then a Defaulting Lenderexcept with respect to clause (a)(iii) above, Lenders holding at least 75% of the sum of the Revolving Credit Commitments are not subject to such increased costs or (d) a Lender fails to consent to an amendment illegality, payment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver proceedings (any such Lender referred to in clause (a)Lender, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, at its sole cost and expense, substitute another financial institution for such Affected Lender hereunder, upon reasonable prior written notice (which written notice must be given within 90 days following the occurrence of any of the events described in addition clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to any the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other rights then the Borrower may have hereunder substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claims) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under applicable Legal Requirementsthis Section 2.17, requirethe Affected Lender shall sell and the substitute financial institution or other entity shall purchase, at its expensepursuant to an Assignment and Acceptance, any all rights and claims of such Affected Lender under the Loan Documents (for a purchase price equal to assign, at par, without recourse, the principal balance of all Loans held by such Affected Lender and all accrued and unpaid interest with respect thereto through the date of its interest, rights, sale) and obligations hereunder (including all the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Loans Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations) and participation interests such sale and purchase shall be recorded in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified Register maintained by the BorrowerAdministrative Agent. Upon the effectiveness of such sale, provided that purchase and assumption (i) such assignment which, in any event shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) be conditioned upon the payment in full by the Borrower shall have paid to the Affected Lender in cash of all monies (together with amounts due fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender’s Commitment assumed by it and such Commitments of the Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by terminated, provided that all indemnities under the Borrower)Loan Documents shall continue in favor of such Affected Lender. Notwithstanding the above, the Borrower may not exercise the substitution right under this Section 2.17 during the continuance of an Event of Default.

Substitution of Lenders. In the event that (a) (i) any Lender makes a claim under Section 2.14(c) or Section 2.15, or (ii) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower receives a claim from pursuant to Section 2.14(d), or (iii) the Borrower is required to make any payment pursuant to Section 2.16 that is attributable to any Lender, or (iv) any Lender for compensation under Section 10.3 or 12.1 hereofis a Non-Funding Lender, (b) in the Borrower receives notice from any case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of any illegality pursuant interest payable to Section 10.1 hereof, the Requisite Lenders under this Agreement and (c) any Lender is then a Defaulting Lenderexcept with respect to clause (a)(iii) above, Lenders holding at least 75% of the sum of the Revolving Credit Commitments are not subject to such increased costs or (d) a Lender fails to consent to an amendment illegality, payment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver proceedings (any such Lender referred to in clause (a)Lender, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, at its sole cost and expense, substitute another financial institution for such Affected Lender hereunder, upon reasonable prior written notice (which written notice must be given within 90 days following the occurrence of any of the events described in addition clauses (a)(i), (ii), (iii) or (iv)) by the Borrower to any the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other rights then the Borrower may have hereunder substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claims) less than all, Lenders making such claims. In the event that the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent, each Issuer and the written notice was properly issued under applicable Legal Requirementsthis Section 2.17, requirethe Affected Lender shall sell and the substitute financial institution or other entity shall purchase, at its expensepursuant to an Assignment and Acceptance, any all rights and claims of such Affected Lender under the Loan Documents (for a purchase price equal to assign, at par, without recourse, the principal balance of all Loans held by such Affected Lender and all accrued and unpaid interest with respect thereto through the date of its interest, rights, sale) and obligations hereunder (including all the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Loans Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations) and participation interests such sale and purchase shall be recorded in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified Register maintained by the BorrowerAdministrative Agent. Upon the effectiveness of such sale, provided that purchase and assumption (i) such assignment which, in any event shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) be conditioned upon the payment in full by the Borrower shall have paid to the Affected Lender in cash of all monies (together with amounts due fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date), the substitute financial institution or other entity shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender’s Commitment assumed by it and such Commitments of the Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by terminated, provided that all indemnities under the Borrower)Loan Documents shall continue in favor of such Affected Lender. Notwithstanding the above, the Borrower may not exercise the substitution right under this Section 2.17 during the continuance of an Event of Default.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders or all affected Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. (a) In the event that (ai)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or Section 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof2.14(d) (Illegality), (cC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or (D) any Lender is then becomes a Defaulting Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause (i)(A),(B) and (C) above, Lenders holding at least 75% of the aggregate amount of the Commitments and the outstanding Term Loans are not subject to such increased costs or (d) a Lender fails to consent to an amendment illegality, payment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver proceedings (any such Lender referred to in clause (a)Lender, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower maymay substitute any Lender and, in addition if reasonably acceptable to the Administrative Agent, any other rights Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to the Administrative Agent and the Affected Lender within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clause (i) above that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may have hereunder or under applicable Legal Requirementssubstitute all, require, at its expense, any but not (except to the extent the Borrower has already substituted one of such Affected Lender to assign, at par, without recourse, all Lenders before the Borrower’s receipt of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan DocumentsAffected Lenders’ claim) to an Eligible Assignee specified by the Borrowerless than all, provided that (i) Lenders making such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)claims.

Substitution of Lenders. In the event (a) the Borrower Company receives a claim from any Lender Bank for compensation under Section 10.3 9.3 or 12.1 11.21 hereof, (b) the Borrower Company receives notice from any Lender Bank of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then Bank becomes a Defaulting LenderLender or such Bank is a Subsidiary or Affiliate of a Person who 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 Bank fails to consent to an amendment or waiver requested under Section 12.13 11.1 hereof requiring the consent of all Lenders at a time when the Required Lenders Banks have approved such amendment or waiver (any such Lender Bank referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable Legal Requirementslaw, require, at its expense, require any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit L/Cs and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 9.4 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 11.17 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerCompany), and (iv) the Company shall have paid to the Agent the reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such assignment.

Substitution of Lenders. In the event that (a) the Lead Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Lead Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender, Lender or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby (and such Lender is so affected), and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Lead Borrower may, in addition to any other rights the Lead Borrower may have hereunder or under applicable Legal Requirementslaw, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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 Lead Borrower, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Lead Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Lead Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest and fees owing to it hereunder, (D) the Lead Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Lead Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Lead Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.12 hereof (provided any assignment fees 8.5 may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Lead Borrower), the Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourserecourse (other than with respect to claims or Liens arising by, through or under such Affected Lender), all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrower and any assignment fees shall be waived).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for becomes entitled to compensation under Section 10.3 10.4 or 12.1 hereof13.1 hereof and such Lender has declined or is unable to designate a different Lending Office in accordance with Section 10.5 or Section 13.1 that eliminates its current entitlement to compensation under Section 10.4 or 13.1, as applicable, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its the Borrower’s expense, any such Affected Lender to assign, at parpar (plus any accrued and unpaid fees and interest), without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, ; provided that (i) such assignment shall is not conflict with or violate prohibited by any law, rule or regulation or order of any court or other Governmental AuthorityAuthority applicable to such Affected Lender, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any amounts due such Lender under Sections 10.4 and 13.1 hereof) other than such principal and accrued and unpaid fees and interest owing to it hereunder, (iii) in the case of any such assignment resulting from an entitlement to compensation under Section 10.4 or 13.1 hereof, the Eligible Assignee will be entitled to less compensation under such Section 10.4 or 13.1 than the Affected Lender, and (iiiiv) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided that any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested to be consented to by all Lenders or all affected Lenders under Section 12.13 12.11 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders or all affected Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its the Borrower’s expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and Swing Loans and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower). In connection with any such assignment, such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Acceptance, it being agreed and understood that the relevant Affected Lender will be deemed to have agreed to and entered into such assignment upon the payment of such amounts set forth in the foregoing clauses (ii) and (iii), regardless of whether or not such Affected Lender executes and/or delivers any Assignment and Acceptance, and each Lender, by being party to this Agreement, in the event it is an Affected Lender, hereby agrees to and accepts an assignment of its Loans and Commitments on the terms and conditions set forth in this Section 1.13.

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.04 or 12.1 10.01 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.02 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (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 Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental AuthorityLaw, (ii) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.01 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.2 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof12.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof10.1, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders 12.11 at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof 2.10 as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof 12.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the any Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the any Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its the Borrowers’ expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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 BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrowers).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for becomes entitled to compensation under Section 10.3 or 12.1 hereof13.1 hereof and such Lender has declined or is unable to designate a different Lending Office in accordance with Section 10.4 or Section 13.1 that eliminates its current entitlement to compensation under Section 10.3 or 13.1, as applicable, (b) the any Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, (d) a Lender is a Non-Extending Lender or (de) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), (d) or (de) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its the Borrowers’ expense, any such Affected Lender to assign, at parpar (plus any accrued and unpaid fees and interest), without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Revolving Credit Commitments, Loans and participation interests in Letters of Credit and Swing Loans and other amounts at any time owing to it hereunder and under the other Loan Documents) to an Eligible Assignee specified by the BorrowerBorrowers, provided that (i) such assignment shall is not conflict with or violate prohibited by any law, rule or regulation or order of any court or other Governmental AuthorityAuthority applicable to such Affected Lender, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any amounts due such Lender under Sections 10.3 and 13.1 hereof) other than such principal and accrued and unpaid fees and interest owing to it hereunder, and (iii) in the case of any such assignment resulting from an entitlement to compensation under Section 10.3 or 13.1 hereof, the Eligible Assignee will be entitled to less compensation under such Section 10.3 or 13.1 than the Affected Lender, (iv) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided that any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)Borrowers) and (v) in the case of any such assignment by a Non-Extending Lender, such assignee shall have consented to the applicable Revolving Credit Termination Date extension.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders a Lender at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 2.10 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 2.9 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Credit Documents, or (d) a Lender or Participant fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders 10.1 or Section 10.7(b) hereof, as applicable, at a time when the Required Lenders or other Participants, as applicable, have approved such amendment or waiver (any such Lender or Participant referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, so long as no Default or Event of Default has occurred and remains outstanding, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit Loan and other amounts at any time owing to it hereunder and the other Loan Credit Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof hereunder as if the Loans Loan owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required byby (other than the consent of the Affected Lender), Section 12.12 10.7 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourserecourse (other than with respect to claims or Liens arising by, through or under such Affected Lender), all of its interest, rights, and obligations hereunder (including all of its Commitments and the Commitments, 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrower and any assignment fees shall be waived).

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender, Lender or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any premium owing to such Affected Lender under Section 2.8(a)(ii), 2.8(a)(iii) or 2.8(a)(iv)) other than such principal principal, interest and fees owing to it hereunder, (D) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.12 hereof (provided any assignment fees may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower), the Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 3.6 or 12.1 hereof3.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof3.4, (c) any Lender is then a Defaulting Lender, Lender or (d) a Non-Consenting Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (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 Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerXxxxxxxx, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental AuthorityLaws, (ii) the Borrower Affected Lender shall have paid received payment of an amount equal to the Affected Lender outstanding principal of its Loans and funded participations in Letters of Credit, accrued interest thereon, accrued fees and all monies other amounts payable to it hereunder and under the other Loan Documents (together with including any amounts due such Affected Lender under Section 1.11 hereof as if 3.3) from the Loans owing assignee (to it were prepaid rather than assignedthe extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other than such principal owing to it hereunderamounts), and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by Xxxxxxxx), (iv) in the Borrower)case of any such assignment resulting from a claim for compensation under Section 3.6 or payments required to be made pursuant to Section 3.1, such assignment will result in a reduction in such compensation or payments thereafter and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

Substitution of Lenders. In the event If (a) the Borrower receives a claim from it becomes unlawful for any Lender for compensation under to continue to maintain Eurodollar Loans as contemplated by this Agreement or to accept deposits in order to maintain such Eurodollar Loans and such Lender notifies the Company pursuant to Section 10.3 7.9 or 12.1 hereof, (b) the Borrower receives notice from Company is required to make any Lender of any illegality payment pursuant to Section 10.1 hereof, (c) 7.10 or Section 7.12 that is attributable to any particular Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a)Lender, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), at the Borrower may, request of the Company and with the consent of the Administrative Agent (in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expensesole discretion exercised reasonably), any Eligible Assignee reasonably acceptable to the Administrative Agent (which Eligible Assignee may be the Lender acting as the Administrative Agent) shall have the right (but not the obligation) to purchase from such Affected Lender, and such Affected Lender shall, upon the request of the Administrative Agent, sell and assign to assign, at par, without recoursesuch Eligible Assignee, all of its interest, rights, and obligations hereunder (including all of its the Term Loan Commitments and the Term 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 for an amount equal to the principal balance of all applicable Loans held by such Affected Lender and all accrued and unpaid interest and fees with respect thereto through the date of such sale and purchase (the “Purchase Amount”); provided, however, that such sale and purchase (and the corresponding assignment) shall not be effective until (A) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Company whereby such Eligible Assignee shall agree to be bound by the terms hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiB) such Affected Lender shall have received the Purchase Amount from such Eligible Assignee. Each Lender agrees that, if it becomes an Affected Lender, it shall execute and deliver to the Administrative Agent (x) an Assignment and Acceptance to evidence such sale and assignment is entered into in accordance with, and (y) to the extent the Term Loan Commitments and Term Loans subject to such Assignment and Acceptance are evidenced by a Note or Notes, such Note or Notes; provided, however, that the consents required by, Section 12.12 hereof failure of any Affected Lender to execute an Assignment and Acceptance or deliver such Note or Notes shall not render such sale and purchase (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)corresponding assignment) invalid.

Substitution of Lenders. In the event (a) the Borrower receives a claim from Company becomes obligated to pay additional amounts to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) 4.3 or the circumstances described in Section 4.2 exist with respect to any Lender is then a Defaulting Lender, or the Company may designate another Lender (dwith such other Lender's consent) which is acceptable to the Administrative Agent, the Issuing Lender and the Swingline Lender in their sole discretion (such other Lender being herein called a Lender fails "Replacement Lender") to consent to an amendment or waiver requested under Section 12.13 hereof requiring purchase the consent Loans of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender and such Lender's rights hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees in respect of such Lender's Commitments and any other amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or have any rights hereunder (other than indemnities and other similar rights applicable to such Lender prior to the date of such assignment and assumption) and shall be relieved from all obligations to the Company hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder; without limiting the generality of the foregoing, the Replacement Lender or the Company shall bear the processing fee referred to in clause (a), (b), (c), or (dsubsection 11.8(a) 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 Legal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)substitution.

Substitution of Lenders. In the event (a) the Borrower receives a claim from If any Lender for requests compensation from a Borrower under Section 10.3 2.09(a) or 12.1 hereof, (b) the Borrower receives notice from or Section 2.11 or if any Lender of any illegality declines to extend its Commitment Termination Date pursuant to Section 10.1 hereof2.15, the Borrowers shall have the right, with the assistance of the Agents, to seek one or more Eligible Assignees (cwhich may be one or more of the Lenders) any Lender is then a Defaulting reasonably satisfactory to the Agents and the Borrowers to purchase the Advances and assume the Commitments of such Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring and the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”)Borrowers, the Borrower mayAgents, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rightsLender, and obligations hereunder (including all such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 9.07(a) hereof to effect the assignment of its Commitments rights to and the Loans and participation interests in Letters assumption of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an obligations by such Eligible Assignee specified by the Borrower, Assignees; provided that (i) such assignment requesting Lender shall not conflict with or violate be entitled to compensation under Section 2.09 and 2.11 for any law, rule or regulation or order of any court or other Governmental Authoritycosts incurred by it prior to its replacement, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunderno Event of Default or Potential Event of Default has occurred and is continuing, and (iii) the assignment is entered into Borrowers have satisfied all of their respective obligations under the Loan Documents relating to such Lender, including without limitation obligations, if any, under Section 9.04(b), (iv) in accordance withthe case of the Commitments of any Lenders that have declined to extend their Commitment Termination Date pursuant to Section 2.15, the Lenders that have extended their Commitment Termination Date pursuant to Section 2.15 shall on a ratable basis have the right (but no obligation), for a period of seven days following receipt of notice from the Administrative Agent at the request of a Borrower that the Commitments of non-extending Lenders may be assumed, to assume the Commitments of such declining Lenders before any other Eligible Assignees assume such Commitments, and subject to (v) the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder Borrowers shall be have paid by the Borrower)Administrative Agent a $3,500 administrative fee if such replacement Lender is not an existing Lender.

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender, Lender or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any premium owing to such Affected Lender under Section 2.8(a)(ii)) other than such principal principal, interest and fees owing to it hereunder, (D) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.12 hereof (provided any assignment fees 8.5 may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower), the Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

Substitution of Lenders. l 2 . In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourserecourse (other than with respect to claims or Liens arising by, through or under such Affected Lender), all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrower and any assignment fees shall be waived).

Substitution of Lenders. In the event (a) the Borrower receives Borrowers receive a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower Representative receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its their expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrowers).

Substitution of Lenders. In the event (a) any Lender fails to fund (i) its Revolver Percentage of a Borrowing of Revolving Loans at a time when all of the conditions precedent under Section 7.1 or 7.2, as applicable, have been satisfied or fails to fund its Revolver Percentage of amounts owed under Section 1.3 or 1.15 hereof or (ii) any portion of its Term Loans pursuant to any outstanding Term Loan Commitment at a time when all conditions precedent applicable thereto have been satisfied, (b) the Borrower receives a claim from any Lender or any governmental authority on account of any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (bc) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (cd) any Lender is then a Defaulting Lender, Lender or is otherwise in default in any material respect with respect to its obligations under the Loan Documents or (de) a Lender fails to consent to an amendment amendment, waiver or waiver other modification requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders (or the requisite Lenders whose consent is required under Section 13.13) have approved such amendment or waiver (any such Lender referred to in clause clauses (a), (b), (c), or (d) above being hereinafter referred to as or (e) above, an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, (i) solely in the case of clauses (a), (d) or (e), prepay the relevant Loans and/or terminate the relevant Commitments of such Affected Lender in respect of the relevant Credit Facility and the relevant Class thereunder, in any case at par plus accrued interest and fees, and additional amounts owed hereunder, but excluding any amount required by Section 1.12, if any or (ii) require, at its the Borrower’s expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, if any, without recourserecourse (other than as set forth in the applicable Assignment and Assumption), all of its interest, rights, and obligations hereunder in respect of the relevant Credit Facility and the relevant Class thereunder (including all of its relevant Commitments and the relevant Loans and participation interests Participating Interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan DocumentsDocuments in respect of such Credit Facility and the relevant Class thereunder) to a Lender hereunder or an Eligible Assignee specified by the Borrower, provided that (iw) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (iix) the Borrower shall have received written consent of the Administrative Agent as required by Section 13.12, (y) the Borrower shall have paid to the Affected Lender all monies amounts (together with which, for the avoidance of doubt, shall exclude any amounts due such Affected Lender referred to under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned1.12) other than such principal owing to it such Affected Lender hereunder, and (iiiz) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (13.12 hereof; provided that any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)assignee Lender, commercial bank or other financial institution, as the case may be. In the event that an Affected Lender does not comply with the requirements of this Section 1.14 within one Business Day after receipt of notice of its status as an Affected Lender, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 13.12 on behalf of an Affected Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 13.12.

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.2 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) if the assignment to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and the L/C Issuer, which consents shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) in the event any Lender is then a Defaulting Lender, Lender or (d) a in the event any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (D) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof, (F) solely with respect to assignments in connection with clause (a) (with respect to claims under Section 10.1) or (c) above, no Event of Default shall have occurred and subject be continuing at the time of such assignment and (G) any such assignment shall not be deemed to the consents required by, Section 12.12 hereof (provided be a waiver of any assignment fees and reimbursable expenses due thereunder shall be paid by rights that the Borrower), the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and repay all Obligations of the Borrower owing to such Lender as of such termination date.

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender, Lender or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any premium owing to such Affected Lender under Section 2.8(a)(ii)) other than such principal principal, interest and fees owing to it hereunder, (D) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.12 hereof (provided any assignment fees may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower), the Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

Substitution of Lenders. In the event (a) the any Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the any Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its the Borrowers’ expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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 BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any amounts due such Lender under Sections 10.3 and 13.1 hereof) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrowers).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.2 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) if the assignment to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and the L/C Issuer, which consents shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In Notwithstanding anything to the contrary contained in Section 12.13, in the event (a) that the Borrower receives requests that this Agreement be modified or amended in a claim from any Lender for compensation under Section 10.3 manner which would require the unanimous consent of all of the Lenders and such modification or 12.1 hereofamendment is agreed to by the Super-majority Lenders, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring with the consent of all the Borrower and the Super-majority Lenders, the Borrower, the DIP Agent and the Super-majority Lenders at a time when shall be permitted to amend this Agreement without the Required consent of the Lender or Lenders have approved such which did not agree to the modification or amendment or waiver requested by the Borrower (any such Lender referred or Lenders, collectively the “Minority Lenders”) to in clause provide for (a)w) the termination of the DIP Commitment of each of the Minority Lenders, (b), x) the addition to this Agreement of one or more other financial institutions (ceach of which shall be an Eligible Assignee), or an increase in the DIP Commitment of one or more of the Super-majority Lenders, so that the DIP Commitments after giving effect to such amendment shall be in the same amount as the DIP Commitments immediately before giving effect to such amendment, (dy) above being hereinafter referred to as an “Affected Lender”)if any Loans are outstanding at the time of such amendment, the Borrower maymaking of such additional Loans by such new financial institutions or Super-majority Lender or Lenders, as the case may be, as may be necessary to repay in addition to any other rights full the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rightsoutstanding Loans of, 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 owed under the Loan Documents to, the Minority Lenders immediately before giving effect to it hereunder such amendment and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (iz) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid modifications to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof this Agreement as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall may be paid by the Borrower)appropriate.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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 a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 9.3 or 12.1 11.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 9.1 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, require, at its any such Affected Lender's expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.10 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)11.12 hereof.

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender, Lender or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby (and such Lender is so affected), and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Term Loan 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, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest and fees owing to it hereunder, (D) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Term Loan Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.12 hereof (provided any assignment fees 8.5 may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower), the Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

Substitution of Lenders. In the event (a) Upon the receipt by the Borrower receives of a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) or a notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, hereof or (cb) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and 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 a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)13.12 hereof.

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional Lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)13.12 hereof.

Substitution of Lenders. In the event (a) the Borrower receives Borrowers receive a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives Borrowers receive a notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), ) or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its the Borrowers’ expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerAssignee, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Borrowers shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned except if such Lender is being replaced pursuant to clause (c) above) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) in the event any Lender is then a Defaulting Lender, Lender or (d) in the event any Lender is a Non-Consenting Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), ) or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) if the assignment to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, a Line of Credit Commitment is being assigned, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower or the assignee Lender shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 3.6 or 12.1 hereof3.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof3.4, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders 11.11 at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerXxxxxxxx, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof 3.3 as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerXxxxxxxx).. Section 2.17

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourserecourse (other than with respect to claims or Liens arising by, through or under such Affected Lender), all of its interest, rights, and obligations hereunder (including all of its Commitments Revolving Credit Commitments, Term Loan Commitments, if any, and Incremental Term Loan Commitments, if any, 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrower and any assignment fees shall be waived).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 12.11 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 1.17 or Section 12.13 hereof requiring the consent of all Lenders or all affected Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its the Borrower’s expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and Swing Loans and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower). In connection with any such assignment, such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Acceptance, it being agreed and understood that the relevant Affected Lender will be deemed to have agreed to and entered into such assignment upon the payment of such amounts set forth in the foregoing clauses (ii) and (iii), regardless of whether or not such Affected Lender executes and/or delivers any Assignment and Acceptance, and each Lender, by being party to this Agreement, in the event it is an Affected Lender, hereby agrees to and accepts an assignment of its Loans and Commitments on the terms and conditions set forth in this Section 1.13.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its the Affected Lender’s expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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 a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, or (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, or (c) in the event that any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, 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 a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with with, except in the case of clause (c), above, amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)13.12 hereof.

Substitution of Lenders. In Upon the event receipt by the Company of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 2.03(a)(iii), Section 7.04 or 12.1 Section 9.01 hereof, (b) the Borrower receives notice from by any Lender to the Company of any illegality pursuant to Section 10.1 hereof, 7.02 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental AuthorityLaw, (ii) if the Borrower assignment is to a Person other than a Lender, the Company shall have received the written consent of the Administrative Agent, the Swing Line Lender and the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 7.01 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, with the other requirements of Section 9.01 hereof and subject (v) the assignee shall have paid to the consents required byAffected Lender the principal amount of all outstanding Loans made by such Affected Lender. If at the time Investment Grade Status exists as to the Company, the Company may elect to terminate this Agreement as to an Affected Lender (including any Commitments, Loans and L/C Obligations that have been participated); provided that (i) the Company notifies such Lender through the Administrative Agent of such election at least three Business Days before the effective date of such termination, (ii) the Borrower repays or prepays the principal amount of all outstanding Loans made by such Lender plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of such Lender’s Commitment hereunder plus all other amounts payable by such Borrower to such Lender hereunder, not later than the effective date of such termination and (iii) if at the effective date of such termination, any L/C Obligations or Swing Line Loans are outstanding, the conditions specified in Section 12.12 hereof 2.04 would be satisfied (provided after giving effect to such termination) as if the related Letters of Credit issued or the related Swing Line Loans made on such date. Upon satisfaction of the foregoing conditions, the Commitment of such Lender shall terminate on the effective date specified in such notice, its participation in any assignment fees outstanding L/C Obligations or Swing Line Loans shall terminate on such effective date and reimbursable expenses due thereunder the participations of the other Lenders therein shall be paid by the Borrower)redetermined as of such date as if such Letters of Credit had been issued or such Swing Line Loans had been made on such date.

Substitution of Lenders. In the event (a) the Borrower receives a claim from If any Lender for requests compensation under Section 10.3 3.05, or 12.1 hereof, (b) if the Borrower receives notice from is required to pay any additional amount to any Lender or any Governmental Authority for the account of any illegality Lender pursuant to Section 10.1 hereof3.07, (c) or if any Lender is defaults in its obligation to fund Loans hereunder, then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expensesole expense and effort, any upon notice to such Affected Lender and the Administrative Agent, require such Lender to assign, at parassign and delegate, without recourserecourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interestinterests, rights, 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) under this Agreement to an Eligible Assignee specified by the Borrowerassignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent to such assignment assignee, which consent shall not conflict with unreasonably be withheld or violate any law, rule or regulation or order of any court or other Governmental Authoritydelayed, (ii) the Borrower such Lender shall have paid received payment of an amount equal to the Affected Lender outstanding principal of its Loans, accrued interest thereon, accrued fees and all monies (together with other amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment is entered into resulting from a claim for compensation under Section 3.05 or payments required to be made pursuant to Section 3.07, such assignment will result in accordance witha reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and subject delegation cease to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)apply.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for becomes entitled to compensation under Section 10.3 or 12.1 hereof13.1 hereof and such Lender has declined or is unable to designate a different Lending Office in accordance with Section 10.4 or Section 13.1 that eliminates their current entitlement to compensation under Section 10.3 or 13.1, as applicable, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its the Borrower’s expense, any such Affected Lender to assign, at parpar (and together with accrued and unpaid fees and interest), without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall is not conflict with or violate any prohibited by law, rule or regulation or order of any court or other Governmental Authoritygovernment authority applicable to such Affected Lender, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any amounts due such Lender under Sections 10.3 and 13.1 hereof) other than such principal and accrued and unpaid fees and interest owing to it hereunder, (iii) in the case of any such assignment resulting from an entitlement to compensation under Section 10.3 or 13.1 hereof, the assignee will be entitled to less compensation under such Section 10.3 or 13.1 than the Affected Lender, and (iiiiv) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided that any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrower (or as otherwise agreed)).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, hereof or (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional Lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) owed hereunder other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)13.12 hereof.

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 Section 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) in the event any Lender is then a Defaulting Lender, Lender or (d) a in the event any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby, and as to which the Required Lenders have approved such amendment or waiver otherwise consented (any such Lender referred to in clause paragraph (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 Legal Requirementslaw, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (D) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof, (F) solely with respect to assignments in connection with clause (a) (with respect to claims under Section 10.1) or (c) above, no Event of Default shall have occurred and subject be continuing at the time of such assignment and (G) any such assignment shall not be deemed to the consents required by, Section 12.12 hereof (provided be a waiver of any assignment fees and reimbursable expenses due thereunder shall be paid by rights that the Borrower), the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and repay all Obligations of the Borrower owing to such Lender as of such termination date.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested to be consented to by all Lenders or all affected Lenders under Section 12.13 12.11 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment ‑16 shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender.

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender, Lender or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby (and such Lender is so affected), and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any premium owing to such Affected Lender under Section 2.8(a)(iii)) other than such principal principal, interest and fees owing to it hereunder, (D) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.12 hereof (provided any assignment fees 8.5 may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower), the Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

Substitution of Lenders. In the event If (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereofshall become an Impaired Lender, (b) the Borrower receives notice from obligation of any Lender of any illegality to make Eurocurrency-based Advances has been suspended pursuant to Section 10.1 hereof11.5 or 11.6, (c) any Lender is then a Defaulting Lenderhas demanded compensation under Section 3.4(c), 11.5 or 11.7 or (d) a any Lender fails to consent to has not approved an amendment amendment, waiver or waiver requested under Section 12.13 hereof requiring the consent other modification of all Lenders at a time when the Required Lenders have approved this Agreement, if such amendment or waiver (any has been approved by the Required Lenders and the consent of such Lender referred to is required (in clause (a)each case, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), then the Borrower may, in addition Agent or the Borrowers shall have the right to any other rights make written demand on the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any such Affected Lender (with a copy to the Borrowers in the case of a demand by the Agent or with a copy to the Agent in the case of a demand by the Borrowers) to assign and the Affected Lender shall assign, at parto one or more financial institutions that comply with the provisions of Section 13.8 hereof with respect to such assignment (the “Purchasing Lender” or “Purchasing Lenders”) all of the Affected Lender’s rights and obligations under this Agreement, the Notes and the other Loan Documents (including, without recourselimitation, all of its interest, rightsoutstanding Advances, and obligations hereunder (including its participating interests in outstanding Swing Line Advances and Letters of Credit), and the Purchasing Lender(s) shall assume all of its Commitments and the Loans and participation interests in Letters commitments of Credit and other amounts at any time owing the Affected Lender to it hereunder and the other Loan Documents) extend credit under this Agreement. The Affected Lender shall be obligated to an Eligible Assignee specified by the Borrower, provided that (i) consummate such assignment and assumption in favor of such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving written notice from the Agent or the Borrowers requiring it to do so, at an aggregate purchase price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrowers shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid pay to the Affected Lender all monies fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (together with amounts 10) Business Days after such sale, (i) the amount of any compensation which would be due such to the Affected Lender under Section 1.11 hereof as 11.1 if the Loans owing Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.7 to it were prepaid rather than assigned) other than but excluding said date. Upon such principal owing to it sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender’s commitment hereunder, and (iii) the assignment Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is entered not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent, shall enter into in accordance withan Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall become a Lender party to this Agreement, shall be deemed to be an assignee hereunder and subject shall have all the rights and obligations of a Lender, with Percentages of the applicable credit facilities so assigned equal to those previously held by the Affected Lender, to the consents required by, Section 12.12 hereof (provided extent so assigned. In connection with any assignment fees and reimbursable expenses due thereunder pursuant to this Section 11.11, the Borrowers or the Purchasing Lender shall be paid by pay to the Borrower)Agent the administrative fee for processing such assignment referred to in Section 13.8.”

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 3.6 or 12.1 hereof3.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof3.4, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders 11.11 at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof 3.3 as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).. Section 2.17

Substitution of Lenders. In Upon the event receipt by the Company of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.04 or 12.1 10.01 hereof, (b) the Borrower receives notice from by any Lender to the Company of any illegality pursuant to Section 10.1 hereof, 8.02 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental AuthorityLaw, (ii) if the Borrower assignment is to a Person other than a Lender, the Company shall have received the written consent of the Administrative Agent, the Swing Line Lender and the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.01 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, or (c) in the event any Lender is then a Defaulting in default in any material respect (including, without limitation, such Lender, or (d’s failure to fund when required to do so hereunder) a Lender fails with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, 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 a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule rule, or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.13 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower Company receives a claim from any Lender Bank for compensation under Section 10.3 9.3 or 12.1 11.21 hereof, (b) the Borrower Company receives notice from any Lender Bank of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then Bank becomes a Defaulting LenderLender or such Bank is a Subsidiary or Affiliate of a Person who 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 Bank fails to consent to an amendment or waiver requested under Section 12.13 11.1 hereof requiring the consent of all Lenders at a time when the Required Lenders Banks have approved such amendment or waiver (any such Lender Bank referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable Legal Requirementslaw, require, at its expense, require any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Loans and participation interests in Letters of Credit L/Cs and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 9.4 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 11.17 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerCompany), and (iv) the Company shall have paid to the Agent the reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such assignment.

Substitution of Lenders. In the event (a) the any Borrower receives a claim from any Lender for compensation under Section 10.3 2.8 or 12.1 11.1 hereof, (b) the any Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 2.6 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 11.4 hereof requiring the consent (other than with respect to designation of all Lenders other currencies as an Alternative Currency) at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Total 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 BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 2.5 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 11.17 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrowers).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (db) a Lender or Agent hereunder is also a lender under the Parent Credit Agreement and such Lender or Agent fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders Parent Credit Agreement at a time when the Required Lenders have approved such amendment or waiver waiver, (c) any Lender requests compensation under Section 10.2, (d) the Borrower is required to pay amount under Section 10.3 to a Lender, (e) any Conduit is then a Downgraded Conduit, or (f) a Lender that is a Non‑Conduit Lender or a Liquidity Bank provides a notice to the Administrative Agent under Section 4.3 (any such Lender referred to in clause any of clauses (a), ) through (b), (c), or (df) above being hereinafter hereinafter, together with its related Agent and its related Conduit in its Group (if any) referred to as an “Affected LenderLender Group”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender Group to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it the members of such Affected Lender Group hereunder and the other Loan Transaction Documents) to an Eligible Assignee Replacement Lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the members of such Affected Lender Group all monies (together with amounts due such Affected Lender under Section 1.11 hereof any Broken Funding Costs computed as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 12.1 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In Notwithstanding anything to the event (a) the Borrower receives a claim from contrary contained herein, if any Lender for shall request compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Sections 3.6, 3.7 or 3.10 or shall not have consented to any request for the extension of the Revolving Credit Maturity Date which request was approved in accordance with Section 10.1 hereof2.14, (c) any Lender is then, in each such case, provided that no Event of Default shall then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”)exist and be continuing, the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any require that such Affected Lender to assign, at par, without recourse, transfer all of its right, title and interest under the Loan Documents to one or more of the other Lenders (in the sole and absolute discretion of each such Lender) or any other Person identified by the Borrower and reasonably acceptable to the Administrative Agent, the Swing Line Lender and each Issuing Bank (a "Substitute Lender"), if such Substitute Lender agrees to assume all of the obligations of such Lender under the Loan Documents for consideration equal to all principal, interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit fees and other amounts at any time sums owing to it hereunder and such Lender under the other Loan Documents) to an Eligible Assignee specified by the Borrower, whether or not then otherwise due, provided that if such Lender is a "Lender" under and as defined in the Other Credit Agreement, the Borrower must replace or remove such Lender as a "Lender" from the Other Credit Agreement pursuant to the terms of Section 3.11 thereof simultaneously with the replacement or removal of such Lender hereunder. Subject to (i) the execution and delivery by the Borrower at its expense of a new Note, an instrument of assignment and assumption, and such assignment shall not conflict with or violate any lawother documents as such Lender may reasonably require, rule or regulation or order of any court or other Governmental Authority, and (ii) the Borrower simultaneous replacement or removal of such Lender as a "Lender" under and as defined in the Other Credit Agreement, such Substitute Lender shall have paid be a "Lender" for all purposes hereunder. Without prejudice to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if survival of any other agreement of the Loans owing to it were prepaid rather than assigned) other than such principal owing to it Borrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (iiiwithout duplication of any payments made to such Lender by the Borrower or the Substitute Lender) shall survive for the assignment is entered into in accordance with, and subject benefit of any Lender replaced under this Section with respect to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)time prior to such replacement.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 12.11 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 2.10 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from Company becomes obligated to pay additional amounts to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, SECTIONS 4.1(b) or (c) or SECTION 4.3, or if it becomes illegal for any Lender to continue to fund or to make Offshore Rate Loans pursuant to SECTION 4.2, as a result of any condition described in any such Section, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts or for such illegality, the Company may designate a replacement bank or other financial institution which is then a Defaulting Lender, or (d) a Lender fails (subject to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when such Lender) or is acceptable to the Required Lenders have approved such amendment or waiver Administrative Agent, the Issuing Lender and the Swingline Lender in their sole discretion (any such replacement bank or other financial institution being herein called a "REPLACEMENT LENDER") to purchase the Loans of such Lender referred and such Lender's rights hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees in clause respect of such Lender's Commitments and any other amounts payable to such Lender under this Agreement (aincluding amounts payable pursuant to SECTION 4.4, assuming for such purpose that all Offshore Rate Loans of such Lender were prepaid on the date of the replacement of such Lender), (b)and to assume all the obligations of such Lender hereunder, (c)and, upon such purchase, such Lender shall no longer be a party hereto or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to have any other rights the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid be relieved from all obligations to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it Company hereunder, and (iii) the assignment is entered into in accordance with, and subject Replacement Lender shall succeed to the consents required by, Section 12.12 hereof (provided any assignment fees rights and reimbursable expenses due thereunder shall be paid by the Borrower)obligations of such Lender hereunder.

Substitution of Lenders. In Upon the event receipt by the Company of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 2.03(b)(iii), Section 7.04 or 12.1 Section 9.01 hereof, (b) the Borrower receives notice from by any Lender to the Company of any illegality pursuant to Section 10.1 hereof, 7.02 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental AuthorityLaw, (ii) if the Borrower assignment is to a Person other than a Lender, the Company shall have received the written consent of the Administrative Agent, the Swing Line Lender and the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 7.01 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, with the other requirements of Section 9.01 hereof and subject (v) the assignee shall have paid to the consents required byAffected Lender the principal amount of all outstanding Loans made by such Affected Lender. If at the time Investment Grade Status exists as to the Company, the Company may elect to terminate this Agreement as to an Affected Lender (including any Commitments, Loans and L/C Obligations that have been participated); provided that (i) the Company notifies such Lender through the Administrative Agent of such election at least three Business Days before the effective date of such termination, (ii) the Borrower repays or prepays the principal amount of all outstanding Loans made by such Lender plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of such Lender’s Commitment hereunder plus all other amounts payable by such Borrower to such Lender hereunder, not later than the effective date of such termination and (iii) if at the effective date of such termination, any L/C Obligations or Swingline Loans are outstanding, the conditions specified in Section 12.12 hereof 2.04 would be satisfied (provided after giving effect to such termination) as if the related Letters of Credit issued or the related Swingline Loans made on such date. Upon satisfaction of the foregoing conditions, the Commitment of such Lender shall terminate on the effective date specified in such notice, its participation in any assignment fees outstanding L/C Obligations or Swingline Loans shall terminate on such effective date and reimbursable expenses due thereunder the participations of the other Lenders therein shall be paid by the Borrower)redetermined as of such date as if such Letters of Credit had been issued or such Swingline Loans had been made on such date.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 9.3 or 12.1 11.15 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 11.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 11.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In Upon the event receipt by the Administrative Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender”” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.15 or of increased costs pursuant to Section 2.14(b) or Section 2.14(c) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.16 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights SOFR Loans then outstanding and provided further, however, that if the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, elects to exercise such right with respect to any such Affected Lender under clauses (a) or (b) of this Section 2.18, then the Borrower shall be obligated to assign, at parreplace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.18 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Xxxxxx’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.16 hereof). Any such principal owing to it hereunder, and (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.12 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the Borrower in such instance), provided that, if such Affected Lender does not comply with Section 10.6 within ten (10) Business Days after the Administrative Borrower).’s request, the Administrative Agent is authorized to execute the Assignment and Assumption on behalf of such Affected Lender. Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.18, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15, such

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof12.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof10.1, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders 12.11 at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof 2.10 as if the Revolving Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof 12.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 3.6 or 12.1 hereof3.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof3.4, (c) any Lender is then a Defaulting Lender, Lender or (d) a Non-Consenting Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (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 Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments Commitment and the Revolving 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental AuthorityLaws, (ii) the Borrower Affected Lender shall have paid received payment of an amount equal to the Affected Lender outstanding principal of its Revolving Loans and funded participations in Letters of Credit, accrued interest thereon, accrued fees and all monies other amounts payable to it hereunder and under the other Loan Documents (together with including any amounts due such Affected Lender under Section 1.11 hereof as if 3.3) from the Loans owing assignee (to it were prepaid rather than assignedthe extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other than such principal owing to it hereunderamounts), and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)., (iv) in the case of any such assignment resulting from a claim for compensation under Section 3.6 or payments required to be made pursuant to Section 3.1, such assignment will result in a reduction in such compensation or payments thereafter and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 739016937 20664705

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “"Affected Lender”"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.9 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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 a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 2.10 hereof as if the Revolving Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) If any Lender requests compensation from the Borrower receives a claim from any Lender for compensation under Section 10.3 2.09(a) or 12.1 hereof, (b) the Borrower receives notice from or Section 2.11 or if any Lender of any illegality declines to extend its Commitment Termination Date pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”)2.15, the Borrower mayshall have the right, in addition with the assistance of the Agents, to any other rights seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Agent and the Borrower may have hereunder or under applicable Legal Requirements, require, at its expense, any to purchase the Advances and assume the Commitments of such Affected Lender to assign, at par, without recourse, all of its interest, rightsLender, 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, the Administrative Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such assignment requesting Lender shall not conflict with or violate be entitled to compensation under Section 2.09 and 2.11 for any law, rule or regulation or order of any court or other Governmental Authoritycosts incurred by it prior to its replacement, (ii) no Event of Default, or Potential Event of Default, has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligations, if any, under Section 8.04(b), (iv) in the case of the Commitments of any Lenders that have declined to extend their Commitment Termination Date pursuant to Section 2.15, the Lenders that have extended their Commitment Termination Date pursuant to Section 2.15 shall on a ratable basis have the right (but no obligation), for a period of seven days following receipt of notice from the Administrative Agent at the request of the Borrower that the Commitments of non-extending Lenders may be assumed, to assume the Commitments of such declining Lenders before any other Eligible Assignees assume such Commitments, and (v) the Borrower shall have paid to the Affected Administrative Agent a $3,500 administrative fee if such replacement Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)not an existing Lender.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of each affected Lender or all Lenders under Section 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its the Borrower’s expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower), (v) in the case of subsection (a) above, the Borrower’s obligations to the assignee Lender would be materially less than the obligations to the affected Lender, and (vi) in the case of subsection (b) above, the assignee Lender would not be affected by the related illegality.

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.2 hereof or (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the consent of all Lenders at a time when or each Lender directly affected thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved such amendment or waiver otherwise consented (any such Lender referred to in clause (c) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) assigned and any premium owing to such Affected Lender under Section 2.8 other than such principal principal, interest and fees owing to it hereunder, (D) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (iiiother than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender. Each party hereto agrees that an assignment required pursuant to this Section 8.5 may be effected pursuant to an Assignment and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower), the Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.10 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.2 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (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 Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental AuthorityLaw, (ii) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.2 hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (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 Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental AuthorityLaw, (ii) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 9.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments Revolving Credit Commitment and the Loans and participation interests in Letters of Credit and Swingline Loans and other amounts at any time owing to it hereunder and the other Loan DocumentsCredit Documents but excluding its existing rights to payments pursuant to Section 9.3, Section 12.1 or Section 12.15 hereof) to an Eligible Assignee specified by the Borrower, provided that that: (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Administrative Agent the assignment fee (if any) specified in Section 12.12 hereof; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Obligations and Swingline Loans, accrued interest thereon, accrued fees and all monies other amounts payable to it hereunder and under the other Credit Documents (together with including all amounts due such Affected Lender under Sections 9.3 and 12.1 hereof and any amounts under Section 1.11 12.15 hereof and any amounts under Section 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other than amounts); (iii) in the case of any such principal owing assignment resulting from a claim for compensation under Section 9.3 hereof or payments required to it hereunderbe made pursuant to Section 12.1 hereof, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with applicable law; and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to the Platform as to which the Administrative Agent and such parties are participants), and (iiiii) the Lender required to make such assignment is entered into need not be a party thereto in accordance with, order for such assignment to be effective and subject to the consents required by, Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).deemed to have consented to

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) in the event any Lender is then a Defaulting Lender, Lender or (d) a in the event any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested under other modification pursuant to Section 12.13 hereof 10.11 requiring the its consent of all Lenders at a time when and as to which the Required Lenders have approved such amendment or waiver otherwise consented (any such Lender referred to in clause (a), (b), (c), ) or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) if the assignment to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Revolving Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)10.10 hereof.

Substitution of Lenders. In Upon the event receipt by the Borrowers of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from by any Lender to the Borrowers of any illegality pursuant to Section 10.1 hereof, hereof or (c) in the event any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “"Affected Lender”"), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Borrowers shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assignedassigned except if such Lender is being replaced pursuant to clause (c) above) other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)13.12 hereof.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit 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 a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 9.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments Revolving Credit Commitment and the Loans and participation interests in Letters of Credit and Swingline Loans and other amounts at any time owing to it hereunder and the other Loan DocumentsCredit Documents but excluding its existing rights to payments pursuant to Section 9.3, Section 12.1 or Section 12.15 hereof) to an Eligible Assignee specified by the Borrower, provided that that: (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Administrative Agent the assignment fee (if any) specified in Section 12.12 hereof; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Obligations and Swingline Loans, accrued interest thereon, accrued fees and all monies other amounts payable to it hereunder and under the other Credit Documents (together with including all amounts due such Affected Lender under Sections 9.3 and 12.1 hereof and any amounts under Section 1.11 12.15 hereof and any amounts under Section 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other than such principal owing to it hereunder, and amounts); (iii) in the case of any such assignment is entered into resulting from a claim for compensation under Section 9.3 hereof or payments required to be made pursuant to Section 12.1 hereof, such assignment will result in accordance with, and subject to the consents required by, Section 12.12 hereof a reduction in such compensation or payments thereafter; (provided any iv) such assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).does not conflict with applicable law; and

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.12 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.10 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.11 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) Upon the Borrower receives receipt by the Company of a claim from any Lender for compensation under Section 10.3 7.04 or 12.1 Section 9.01 hereof, (b) upon the Borrower receives receipt by the Company of notice from by any Lender to the Company of any illegality pursuant to Section 10.1 7.02 hereof, (c) in the event any Lender is then a Defaulting Lender, Lender or (d) in the event that any Lender does not consent, by the date specified by the Borrower, to a Lender fails proposed amendment, waiver, consent or release with respect to consent to an amendment or waiver requested under Section 12.13 hereof requiring any Loan Document that requires the consent of all Lenders at a time when each Lender or each Lender adversely affected thereby that has been approved by the Required Lenders have approved such amendment or waiver (a “Non-Consenting Lender”) (any such Lender referred to in clause (a), (b), (c), ) or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable Legal RequirementsLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authorityapplicable Law, (ii) if the Borrower assignment is to a Person other than a Lender, the Company shall have received the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) to such assignment, (iii) the Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 7.01 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal and accrued interest owing to it the Affected Lender hereunder, and (iiiiv) the assignment is entered into in accordance with, with the other requirements of Section 9.09 hereof (and subject the Borrower shall pay to the consents required by, Section 12.12 hereof (provided Administrative Agent any assignment fees as set forth therein), (v) the assignee shall have paid to the Affected Lender the principal amount of all outstanding Loans made by such Affected Lender, together with all accrued interest thereon, (vi) in the case of an assignment as a result of claim by an Affected Lender under clause (i) above, such assignment will result in a reduction in such compensation or payments thereunder, and reimbursable expenses due thereunder (vii) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; provided, further, that, so long as the foregoing clauses (i) through (vii) have been satisfied, the failure by such Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Lender and such assignment shall nevertheless be paid effective without the execution by such Lender of an Assignment and Assumption. If at the time Investment Grade Status exists as to the Company, the Company may elect to repay the Loans of any Affected Lender (other than Defaulting Lenders); provided that (i) the Company notifies such Lender through the Administrative Agent of such election at least three Business Days before the date of such repayment, and (ii) the Borrower repays or prepays the principal amount of all outstanding Loans made by such Lender plus any accrued but unpaid interest thereon plus all other amounts payable by the Borrower)Borrower to such Lender hereunder, on the applicable date of such repayment. Upon satisfaction of the foregoing conditions, such Affected Lender shall cease to be a Lender for all purposes hereunder and under the other Loan Documents.

Substitution of Lenders. In the event that (a) the Borrower Representative receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower Representative receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender (x) is then a Defaulting LenderLender or (y) is a Subsidiary of a Person who has been deemed insolvent or becomes the subject of a public bankruptcy or insolvency proceeding or a receiver or conservator has been publicly appointed for any such Person or (z) has made a public statement to the effect that it does not intend to comply with its funding obligations or has defaulted in its funding obligations generally under other syndicated credit facilities and such defaults are continuing, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.14 hereof requiring that requires the consent of all a greater percentage of the Lenders at a time when than the Required Lenders and the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), then the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its their sole expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerBorrower Representative, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 Sections 1.9(d) and 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 13.13 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrowers).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 10.1 or 12.1 hereof, hereof or (b) in the Borrower receives notice from event any Lender of is in default in any illegality pursuant material respect with respect to Section 10.1 hereof, its obligations under the Loan Documents or (c) in the event any Lender is then refuses to grant a Defaulting Lender, or (d) a Lender fails to consent to an requested amendment or waiver requested under Section 12.13 hereof requiring after receiving a written request therefor from the consent of all Lenders at a time when Borrower which is otherwise consented to by the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause clauses (a), (b), (c), or (da)-(c) 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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, if any, without recourse, all of its interest, rights, rights and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving 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 a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)hereof.

Substitution of Lenders. In the event (a) the Borrower Company receives a claim from any Lender Bank for compensation under Section 10.3 9.3 or 12.1 11.21 hereof, (b) the Borrower Company receives notice from any Lender Bank of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then Bank becomes a Defaulting LenderLender or such Bank is a Subsidiary or Affiliate of a Person who 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 Bank fails to consent to an amendment or waiver requested under Section 12.13 11.1 hereof requiring the consent of all Lenders at a time when the Required Lenders Banks have approved such amendment or waiver (any such Lender Bank referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable Legal Requirementslaw, require, at its expense, require any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit L/Cs and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 9.4 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 11.17 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerCompany), and (iv) the Company shall have paid to the Agent the reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such assignment.

Substitution of Lenders. In the event (a) the Borrower Company receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower Company receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments Revolving Credit Commitment 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 or Eligible Assignees specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Company shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerCompany).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, or (c) in the event any Lender is then a Defaulting in default in any material respect (including, without limitation, such Lender, or (d's failure to fund when required to do so hereunder) a Lender fails with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, 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 a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule rule, or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.13 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)13.12 hereof.

Substitution of Lenders. In Upon the event receipt by the U.S. Borrower of (a) the Borrower receives a claim from any U.S. Lender for compensation under Section 10.3 9.3 or 12.1 hereof, (b) notice by any U.S. Lender to the U.S. Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 9.1 hereof or (c) in the event any U.S. Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “"Affected Lender”"), the U.S. Borrower may, in addition to any other rights the U.S. Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional Lender specified by the U.S. Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the U.S. Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the U.S. Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)hereof.

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 3.6 or 12.1 hereof3.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof3.4, (c) any Lender is then a Defaulting LenderLender or such Lender is a Subsidiary or Affiliate of a Person who 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 requested under Section 12.13 hereof requiring the consent of all Lenders 11.11 at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies ‑48‑ (together with amounts due such Affected Lender under Section 1.11 hereof 3.3 as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.12 hereof 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In the event (a) the Borrower receives Borrowers receive a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives Borrowers receive a notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lenderin default in any material respect with respect to its obligations under the Loan Documents, or (d) a Lender fails to consent to an amendment or waiver requested under Section 12.13 13.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), ) or (d) above being hereinafter referred to as an “"Affected Lender”"), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable Legal Requirementslaw, require, at its the Borrowers’ expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower Borrowers shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned except if such Lender is being replaced pursuant to clause (c) above) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, or (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, or (c) in the event that any Lender is then a Defaulting Lender, or (d) a Lender fails in default in any material respect with respect to consent to an amendment or waiver requested its obligations under Section 12.13 hereof requiring the consent of all Lenders at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (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 Legal Requirementslaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, 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 a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authoritygovernmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with with, except in the case of clause (c), above, amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower)13.12 hereof.