Common use of Affected Lenders Clause in Contracts

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender under the Loan Documents. Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1(c) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such NAI-1501018941v4 Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1.(b) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lenderdoes not vote in favor of any amendment, modification or waiver to this Agreement which, pursuant to Section 13.7., requires the vote of all of the Lenders, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6.(d) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4.) with respect to the applicable amendment, waiver or consentperiods up to the date of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.Section 5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, SOFR Loans shall be suspended pursuant to Section 4.1.(cSections 5.1(b) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender does not vote in favor of any amendment, modification or waiver to this Agreement which, pursuant to Section 13.6(b), requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, or (d) a Lender is a Non‑Consenting Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender under the Loan DocumentsLender, or any other amount as may be mutually agreed upon by such Affected L▇▇▇▇▇ and Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender, any other Lender nor any other Lender Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to the applicable amendment, waiver or consentperiods up to the date of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (ii) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR LIBORSOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, LIBORSOFR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of LEGAL02/40926073v6 payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Rate Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Rate Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is becomes a Non‑Consenting Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower Borrower, within thirty (30) days of such request for compensation or suspension, as applicable, may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (ii) except in the case of a Defaulting Lender, pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12, 4.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent4.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, and in any event within 5 Business Days of such demand, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee, or (ii) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.12., 4.1. or 4.112.9. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented with respect to periods up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or Section 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Rate Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Rate Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. Section 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is becomes a Non‑Consenting Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower Borrower, within ninety (90) days of such request for compensation or suspension, as applicable, may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Revolving Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (ii) except in the case of a Defaulting Lender, pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s 's sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s 's obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12, Section 4.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consentSection 4.4.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1.5.1, and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Term SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, Term SOFR Loans shall be suspended pursuant to Section 4.1.(c5.1(c) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender or a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.15.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1.(b) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is does not vote in favor of any amendment, modification or waiver to this Agreement which, pursuant to Section 13.6., requires the vote of all of the Lenders, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, or (d) at any time in which there are only three or fewer Lenders, a Non‑Consenting LenderLender disapproves of the addition of a Property as a Collateral Property and the other two Lenders have approved the addition of such Property as a Collateral Property, or (e) at any time in which there are more than three Lenders, a Lender twice disapproves of the addition of a Property as a Collateral Property and in each case Lenders which together with such Lender would constitute Requisite Lenders shall have approved the addition of such Property (or Properties) as a Collateral Property then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5.(d) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10this Agreement (including, without limitation, pursuant to Sections 3.12., 5.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4.) with respect to the applicable amendment, waiver or consentperiods up to the date of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section Sections 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Section 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or the Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as LEGAL02/36006473v7 there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented this Agreement (including, without limitation, pursuant to Sections 3.12., 4.1.or 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.7., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver or (d) a Non‑Consenting Lender becomes a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, and such Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Revolving Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Revolving Lenders are not also doing the same, or (b) the obligation of a any Revolving Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Revolving Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Revolving Lender (the “Affected Revolving Lender”), and upon such demand the Affected Revolving Lender shall promptly, assign its Commitments Revolving Commitment, if any, and all of its outstanding Revolving Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Revolving Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Revolving Lender under Section 2.3.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Revolving Lender, or any other amount as may be mutually agreed upon by such Affected Revolving Lender and Eligible Assignee. If (a) a Term Loan Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Term Loan Lenders are not also doing the same, or (b) the obligation of any Term Loan Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Term Loan Lenders shall not have been suspended under such Sections, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Term Loan DocumentsLender (the “Affected Term Loan Lender”), and upon such demand the Affected Term Loan Lender shall promptly, assign its Term Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Term Loans then owing to the Affected Term Loan Lender, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Term Loan Lender, or any other amount as may be mutually agreed upon by such Affected Term Loan Lender and Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Revolving Lender or Affected Term Loan Lender, as applicable, shall reasonably cooperate in effectuating the replacement of such Affected Revolving Lender or Affected Term Loan Lender, as applicable, under this Section, but at no time shall the Administrative Agent, such Affected Revolving Lender nor or Affected Term Loan Lender, as applicable, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Revolving Lender or Affected Term Loan Lender, as applicable, or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Revolving Lender or Affected Term Loan Lender, as applicable, compensation owing to such Affected Revolving Lender or Affected Term Loan Lender, as applicable, pursuant to this Agreement (including, without limitation, pursuant to Section 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., or is a Lender that sold a participation to a Participant that requests compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, (b) (i) the obligation of a any Lender to make LIBOR Eurocurrency Rate Loans or RFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, Eurocurrency Rate Loans or RFR Loans shall be suspended pursuant to Section 4.1.(c) 5.1.(c), 5.2. or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such SectionsSections or (ii) the obligation of any Lender to make or to Continue Foreign Currency Rate Loans in a particular Currency shall be suspended pursuant to Section 5.1.(c), 5.2. or 5.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5.(b) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender, plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected ▇▇▇▇▇▇’s Commitments, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan DocumentsDocuments (but shall continue to be entitled to the benefits of Sections 3.10., 5.1., 5.4., 13.2. and 13.9. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10. with respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, that notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Section 3.10., 5.1. or 4.15.4.) with respect to any period up to the date of replacement. No In connection with any such assignment resulting from a Lender being a Non-Consenting under this Section 5.6., such Affected Lender shall be permitted unless promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption; provided that such Affected Lenders’ failure to execute an Assignment and Assumption within five Business Days after written request by the applicable assignee Lender Borrower shall have consented to not prevent the applicable amendment, waiver or consenteffectiveness of such assignment.

Affected Lenders. If (ai) a Lender requests compensation reimbursement pursuant to Section 3.10. 3.8 or 4.1.Section 3.9(a), and the Requisite Lenders are not also doing the same, or (bii) the obligation of a any Lender to make LIBOR Rate Loans or to Continue, or to Convert Base Continue LIBOR Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c3.9(a)(ii) or 4.3. Section 3.9(c), but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Unmatured Default or Event of Default, the Borrower Borrower, within thirty (30) days of such request for reimbursement or suspension, as applicable, may either (x) demand that each Lender consent to the assignment of the Loans of such Lender (the “Affected Lender”)) to an Eligible Assignee, and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b10.11(c)10.11(b) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (y) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, Section 3.9(e) but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section 3.9(e)3.9(e) shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section 3.9(e) shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation reimbursement owing to such Affected Lender pursuant to Section 3.10. 3.8, Section 3.9(a) or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consentSection 3.9(d).

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or Multicurrency Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1(b) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 13.7, requires the vote of such Lender, thenand the Requisite Lenders or Requisite Class Lenders, so long as there does not applicable, shall have voted in favor of such amendment, modification or waiver, then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6 (b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender that are so assigned (including any amounts payable under Section 5.4 by reason of such payment or otherwise), plus (y) if Revolving Loans are being assigned, the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee; provided, that the Affected Lender’s failure to execute an Assignment and Assumption shall not invalidate such assignment. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, that notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, same or (b) the obligation of a any Lender to make LIBOR Term SOFR Loans or Daily SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, Term SOFR Loans or Daily SOFR Loans shall be suspended pursuant to Section 4.1.(c5.1.(c) or 4.3. 5.2.(b) but the obligation of the Requisite Lenders shall not have been suspended under such Sections, and in the case of clause (a) or (b) such Lender has declined or is unable to designate a different Lending Office in accordance with Section 5.7., or (c) a Lender is a Non‑Consenting Defaulting Lender or a Non-Consenting Lender, thenthen the Borrower may, at its sole expense and effort, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the such Affected Lender shall promptly, assign its Commitments and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.5.(b)), all of its outstanding Loans interests, rights (other than its existing rights to payments pursuant to Section 3.10. or Section 5.1. and rights to indemnification under Section 13.9.) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee subject that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to and the Administrative Agent the assignment fee (if any) specified in accordance with the provisions Section 13.5.(b)(iv); (ii) such Affected Lender shall have received payment of Section 11.6.(b(x) for a purchase price equal to the aggregate principal balance of all Loans then owing to the such Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the such Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee; (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.1. or payments required to be made pursuant to Section 3.10., 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 Loan Documentscase of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable consent, approval, amendment or waiver. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender Lender, Arranger, Co-Syndication Agent or Co-Documentation Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. or 4.16.1.) with respect to any period up to the date of replacement. No assignment resulting from a Lender being a Non-Consenting An Affected Lender shall not be permitted unless required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the applicable assignee Lender shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1(c) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is a Non‑Consenting Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6(b) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders constituting Required Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders constituting Required Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document, which, pursuant to Section 12.7., requires the vote of such Lender, and the Required Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10this Agreement (including, without limitation, pursuant to Sections 3.11., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, SOFR Loans shall be suspended pursuant to Section 4.1.(c4.1(c) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 4.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Section or (c) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Lender greater percentage of the Lenders than the Requisite Lenders or the consent of each affected Lender, or all Lenders, and such amendment, waiver or other modification is a Non‑Consenting Lenderconsented to by the Requisite Lenders, all other affected Lenders or all other Lenders (as applicable), then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under and Eligible Assignee subject to and in accordance with the Loan Documentsprovisions of Section 13.5(b); provided, that the Borrower shall only demand the Affected Lender to assign its Commitment pursuant to subsection (a) above if such assignment will result in lower costs for the Borrower at the time of the assignment. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent.DB1/ 113000430.10

Affected Lenders. If (a) a Lender (other than the Lender then acting as the Administrative Agent) requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender (other than the Lender then acting as the Administrative Agent) to make LIBOR Loans that are Term Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans that are Term Loans shall be suspended pursuant to Section 4.1.(c5.1.(c) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document, which, pursuant to Section 13.7., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Term Loan Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6.(c) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense expenses and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section Sections 3.10., 5.1. or 4.15.4. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented with respect to any matters or events existing on or prior to the applicable amendment, waiver or consentdate an Affected Lender ceases to be a party to this Agreement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Term SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, Term SOFR Loans shall be suspended pursuant to Section 4.1.(c5.1.(c) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender or a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such ​ ​ Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4.) with respect to any period up to the applicable amendment, waiver or consent.date of replacement. ​

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) any Lender has become a Lender is a Non‑Consenting Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment and/or Loan, as the case may be, to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendmentdate of replacement. (p) The Credit Agreement is further amended by restating Section 7.13.(a)(i) in its entirety to read as follows: (i) such Person Guarantees, waiver or consentotherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; (2) the Borrower; (3) any other Subsidiary of the Parent, the Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (y) in the case of an Excluded Subsidiary Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or (q) The Credit Agreement is hereby further amended by adding the following new Section 12.21.:

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (ii) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.12., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent12.9.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, SOFR Loans shall be suspended pursuant to Section 4.1.(c4.1(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender under the Loan DocumentsLender, or any other amount as may be mutually agreed upon by such Affected ▇▇▇▇▇▇ and Eligible Assignee. Each of the Administrative Agent, the Borrower The Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including without limitation, pursuant to Section 3.103.12. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented .) with respect to periods up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (ai) a Lender requests compensation pursuant to Section 3.10. 3.8 or 4.1.Section 3.9(a), and the Requisite Lenders are not also doing the same, or (bii) the obligation of a any Lender to make LIBOR Rate Loans or to Continue, or to Convert Base Continue LIBOR Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c3.9(a)(ii) or 4.3. Section 3.9(c), but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Unmatured Default or Event of Default, the Borrower Borrower, within thirty (30) days of such request for compensation or suspension, as applicable, may either (x) demand that each Lender consent to the assignment of the Loans of such Lender (the “Affected Lender”)) to an Eligible Assignee, and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b10.11(c) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (y) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection 3.9(e), but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section 3.9(e) shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section 3.9(e) shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.8, Section 3.9(a) or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consentSection 3.9(d).

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1(c) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, and in the case of clause (a) or (b) such Lender has declined or is unable to designate a different Lending Office in accordance with Section 5.7 or (c) a Lender is a Non‑Consenting Defaulting Lender or a Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.5(b)), all of its outstanding Loans interests, rights (other than its existing rights to payments pursuant to Section 3.10 or Section 5.1 and rights to indemnification under Section 13.9) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee subject that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to and the Administrative Agent the assignment fee (if any) specified in accordance with the provisions Section 13.6(b)(iv); (ii) such Lender shall have received payment of Section 11.6.(b(x) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by such Lender under Section 2.4(j) that have not been repaid plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable consent, approval or waiver. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Section or (c) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Lender greater percentage of the Lenders than the Requisite Lenders or the consent of each affected Lender, or all Lenders, and such amendment, waiver or other modification is a Non‑Consenting Lenderconsented to by the Requisite Lenders, all other affected Lenders or all other Lenders (as applicable), then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under and Eligible Assignee subject to and in accordance with the Loan Documentsprovisions of Section 13.5(b); provided, that the Borrower shall only demand the Affected Lender to assign its Commitment pursuant to subsection (a) above if such assignment will result in lower costs for the Borrower at the time of the assignment. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting LenderDefaulting Lender or (d) a Lender does not vote in favor of any amendment, modification or waiver to the requirements of Section 9.7(c)(i)(y) or a Default or Event of Default under Section 10.1(m)(i), (ii), or (iii) and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee, or (ii) solely, with respect to clause (c), pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Loans and Commitment of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.1 with respect to periods up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1(b) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b14.6(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.6., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver or (d) a Non‑Consenting Lender becomes a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, and such Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such LEGAL02/3698915037492873v32 Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or Section 4.1., and the Requisite Required Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. Section 4.3 but the obligation of the Requisite Required Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(d) for a purchase price equal to the aggregate principal balance Outstanding Amount of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented Section 4.1 with respect to periods up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.11. or 4.15.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c) 5.1., 5.2. or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, promptly assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6.(c) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense expenses and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.11. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent5.1.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Term Loan to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.12. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented with respect to periods up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.6., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver or (d) a Non‑Consenting Lender becomes a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, and such Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1.(c) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Term Loan Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.15.4.) with respect to any period up to the date of replacement. No In connection with any such assignment resulting from a Lender being a Non-Consenting under this Section, such Affected Lender shall be permitted unless the applicable assignee Lender shall have consented promptly execute all documents reasonably requested to the applicable amendmenteffect such assignment, waiver or consentincluding an appropriate Assignment and Assumption.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may may, within 30 days of such request for compensation or suspension, as applicable, demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s 's sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s 's obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) ), 4.2. or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver, to this Agreement or any other Loan Document which, pursuant to Section 12.7., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver then, so long as there does not then exist any Default or Event of DefaultDefault (other than any Default or Event of Default that is the subject of such waiver), the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee or (ii) pay to the Affected Lender the aggregate amounts described in clauses (x) and (y) in full payment of all Obligations due to such Lender, whereupon the Commitment of such Affected Lender shall terminate and such Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan DocumentsDocuments (except such rights in respect of indemnity and other contingent obligations that by their express terms survive the termination of this Agreement). Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Term Benchmark Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, Term Benchmark Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is becomes a Non‑Consenting LenderDefaulting Lender or (d) a Lender does not vote in favor of any amendment, modification or waiver to the requirements of Section 9.7(c)(i)(y) or a Default or Event of Default under Section 10.1(m)(i), (ii), or (iii) and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Loans and all of its outstanding Loans any unused Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee, or (ii) solely, with respect to clause (c), pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Loans and any unused Commitment of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.12 or 4.1 with respect to periods up to the date of replacement. or 4.1. No assignment resulting from a Lender being a Non-Consenting A Lender shall not be permitted unless required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the applicable circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (A) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Agent and such parties are participants), and (B) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable amendment, waiver Lender; provided that any such documents shall be without recourse to or consentwarranty by the parties thereto.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(c) or 4.3. 4.3 but the - 66 - obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 4.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “"Affected Lender”"), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (ii) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s 's sole cost and expense expenses and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s 's obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.12. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent4.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.7., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver or (d) a Non‑Consenting Lender becomes a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section 4.6. shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.11 or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Term SOFR Rate Loans or Daily SOFR Rate Loans or to Continuecontinue, or to Convert convert Base Rate Loans into LIBOR or Daily SOFR Rate Loans into, Term SOFR Rate Loans or Daily SOFR Rate Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting LenderDefaulting Lender or (d) a Lender does not vote in favor of any amendment, modification or waiver to the requirements of Section 9.7(c)(i)(y) or a Default or Event of Default under Section 10.1(m)(i), (ii), or (iii) and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee, or (ii) solely, with respect to clause (c), pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Loans and Commitment of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.11 or 4.1 with respect to periods up to the date of replacement. or 4.1. No assignment resulting from a Lender being a Non-Consenting A Lender shall not be permitted unless required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the applicable circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (c) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Agent and such parties are participants), and (d) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable amendment, waiver Lender; provided that any such documents shall be without recourse to or consentwarranty by the parties thereto.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, or is a Lender that sold a participation to a Participant that requests compensation pursuant to Section 3.10 or 5.1, and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, SOFR Loans shall be suspended pursuant to Section 4.1.(c) 5.1(c), or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender, plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected Lender’s Commitment, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan DocumentsDocuments (but shall continue to be entitled to the benefits of Sections 3.10, 5.1, 5.4, 13.2 and 13.9 and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10 with respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Sections 3.10, 5.1 or 5.4) with respect to any period up to the date of replacement. In connection with any such assignment under this Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting 5.6, such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption; provided that if such Affected Lender fails to execute such documents within one Business Day of request by the Borrower, such assignment shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consenteffective without any further action by such Affected Lender.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR SOFR Loans or to ContinueContinue Term SOFR, or to Convert Base Rate Loans or Adjusted Daily Simple SOFR Loan into LIBOR Term SOFR, or to Convert Base Rate Loans or Term SOFR Loan into Adjusted Daily Simple SOFR Loans shall be suspended pursuant to Section Sections 4.1.(c) ), 4.2. or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment(s) and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.5.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The 4930-5233-2131, v. 14930-5233-2131, v. 9 exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10this Agreement (including, without limitation, pursuant to Sections 3.12., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, Defaulting Lender then, so long as there does not then exist any no Default or Event of DefaultPotential Default exists, the Borrower may demand demand, within ten (10) Business Days after Borrower receives notice that such Lender (the “Affected Lender”)) is a Defaulting Lender, and upon that such Affected Lender assign its Commitment to an Eligible Assignee in accordance with this Section 13.13. Upon such demand by Borrower the Affected Lender shall promptly, promptly assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b) 13.13 above for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection and shall use commercially reasonable and diligent efforts to assist Borrower to procure a replacement of such Affected Lender, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assigneereplacement. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation or Additional Costs owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented this Agreement with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(c) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 4.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., or is a Lender that sold a participation to a Participant that requests compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, (b) (i) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) 5.1.(c), 5.2. or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such SectionsSections or (ii) the obligation of any Revolving Lender to make or to Continue Foreign Currency Rate Loans in a particular Currency shall be suspended pursuant to Section 5.1.(c), 5.2. or 5.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Revolving Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender, plus the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected Lender’s Revolving Commitment, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan DocumentsDocuments (but shall continue to be entitled to the benefits of Sections 3.10., 5.1., 5.4., 13.2. and 13.9. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10. with respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, that notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Section 3.10., 5.1. or 4.15.4.) with respect to any period up to the date of replacement. No In connection with any such assignment resulting from a Lender being a Non-Consenting under this Section 5.6., such Affected Lender shall be permitted unless promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption; provided that such Affected Lenders’ failure to execute an Assignment and Assumption within five Business Days after written request by the applicable assignee Lender Borrower shall have consented to not prevent the applicable amendment, waiver or consenteffectiveness of such assignment.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1.(b) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document, which, pursuant to Section 13.7, requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.11. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Term Loan to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (ii) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense expenses and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.11. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, SOFR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower Representative may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Revolving Commitment or Revolving Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender Lender, or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee; provided that the failure or unwillingness of such Affected Lender to execute the Assignment and Assumption and other necessary documents shall not prevent or delay such assignment and the Assignment and Assumption and other necessary documents shall be automatically deemed to be fully authorized and executed by the Affected Lender if such Affected Lender does not promptly execute all documents reasonably requested to effect such assignment (and, if such Lender fails to deliver any Notes held by it, such Notes shall automatically be deemed canceled and such Lender shall be required to indemnify the - 91 - Borrowers for any liabilities incurred by the Borrowers by reason of the failure of such Lender to deliver such Notes). The exercise by the Borrower Borrowers of its their rights under this Section shall be at the Borrower’s Borrowers’ sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the any Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. ., 4.1., or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1.(c) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.15.4.) with respect to any period up to the date of replacement. No In connection with any such assignment resulting from a Lender being a Non-Consenting under this Section, such Affected Lender shall be permitted unless the applicable assignee Lender shall have consented promptly execute all documents reasonably requested to the applicable amendmenteffect such assignment, waiver or consentincluding an appropriate Assignment and Assumption.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a any Lender is a Non‑Consenting Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower Borrower, within thirty (30) days of such request for compensation or suspension, as applicable, may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Loan to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(d) for a purchase price equal to the aggregate principal balance of Loans the Loan then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or (ii) in the case of any Affected Lender that is not a Defaulting Lender, pay to such Affected Lender the aggregate principal balance of Loans then owing to such Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Affected Lender, whereupon such Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s 's sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s 's obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12, 4.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent4.4.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(bc) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.7., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver or (d) a Non‑Consenting Lender becomes a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, and such Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.7., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is becomes a Non‑Consenting Defaulting Lender, or (d) a Lender does not vote in favor of any amendment, modification or waiver to the requirements of Section 9.7(c)(i)(y) or a Default or Event of Default under Section 10.1(m)(i), (ii), or (iii) and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee, or (ii) solely, with respect to clause (c), pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Commitment and Loans of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.1 with respect to periods up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this SectionSection and the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Lead Arranger be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. If such Affected Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the later of (i) the date on which an Eligible Assignee executes and delivers such Assignment and Acceptance and/or such other documentation and (ii) the date on which the Affected Lender receives all payments described in this Section 4.6, then such Affected Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Affected Lender. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 4.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If Without the written consent of each Borrower, each Guarantor and each Lender directly affected thereby: (a) a Lender requests compensation reduce or forgive the principal amount of any portion of the Loans or Reimbursement Obligations, or reduce the rate of interest on any portion of the Loans or the amount of the Unused Facility Fee or Letter of Credit Fees (other than interest accruing pursuant to Section 3.10. or 4.1., and 6.12 following the Requisite effective date of any waiver by the Required Lenders are not also doing of the same, Event of Default relating thereto); (b) increase the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation amount of the Requisite Lenders shall not have been suspended under such Sections, Total Commitment or any Lender’s Revolving Loan Commitment or Term Loan Commitment (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and except upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and assignment in accordance with the provisions terms of Section 11.6.(b17) or extend the expiration date of the Total Commitment or any Lender’s Revolving Loan Commitment or Term Loan Commitment; (c) postpone or extend either the Revolver Maturity Date or the Term Loan Maturity Date or any other regularly scheduled dates for payments of principal of, or interest on, any portion of the Loans or Reimbursement Obligations or any fees or other amounts payable to such Lender or waive any Event of Default relating thereto (it being understood that (i) a purchase price equal waiver of the application of the Default Rate, (ii) any vote to accelerate or to rescind any acceleration made pursuant to Section 11.2.1 of amounts owing with respect to any portion of the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other Obligations and (iii) any modifications of the provisions relating to amounts owing to or timing of prepayments of portion of the Affected Lender Loans and other Obligations shall require only the approval of the Required Lenders); (d) release the Borrowers from any Obligations consisting of principal, interest, fees, reimbursement obligations, expenses, or indemnities, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guaranty obligations under the Loan Documents. Each of the Administrative AgentGuaranties (excluding, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Sectionif either Borrower, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender Guarantor or any of their Subsidiaries becomes a debtor under the Bankruptcy Code, the release of “cash collateral,” as defined in Section 363(a) of the Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); provided, however, that the release or sale of Collateral in connection with (i) an exercise of remedies or (ii) credit bidding of the Obligations shall require only the consent of the Required Lenders; and (e) amend any provision of this Credit Agreement calling for the pro rata application of funds to any Creditor Parties; For the avoidance of doubt, sales or other Lendersdispositions of Collateral that are not prohibited, or are expressly permitted, pursuant to the terms of Section 10.5 shall not require consent from the Administrative Agent or from any Lender, and the Administrative Agent shall be permitted to, and shall upon any such permitted sale or other disposition, release its lien on such Collateral in order to permit the applicable Borrower or Guarantor to effect such sale or other disposition. The terms Additionally, notwithstanding the foregoing provisions of this Section 23.1.1, the sale of all or a material asset of a Line of Business (but less than all or substantially all of the Collateral) shall not in any way limit require the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless consent of more than the applicable assignee Lender shall have consented to the applicable amendment, waiver or consentRequired Lenders.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is becomes the subject of a Non‑Consenting LenderBail-In Action, or (d) a Lender does not vote in favor of any amendment, modification or waiver to the requirements of Section 9.7(c)(i)(y) or a Default or Event of Default under Section 10.1(m)(i), (ii), or (iii) and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee, or (ii) solely, with respect to clause (c), pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Commitment and Loans of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.1 with respect to periods up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1(b) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is does not vote in favor of any amendment, modification or waiver to the requirements of Section 9.7(c)(i)(y) or a Non‑Consenting LenderDefault or Event of Default under Section 10.1(m)(i), (ii), or (iii) and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Loan to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to the aggregate principal balance of Loans the Loan then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee, or (ii) solely, with respect to clause (c), pay to the Affected Lender the aggregate principal balance of the Loan then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Loan of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. 3.12 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.1 with respect to periods up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.7., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Loan to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of Loans the Loan then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section 4.6. shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.7.(b) or (c), requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If any Borrower is obligated to pay to any Lender ---------------- (a) whether in its capacity as a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (ban Issuing Lender) the obligation or any Serving Affiliate of a such Lender to make LIBOR Loans any amount under Sections 2.8 or to Continue4.9, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a if any Lender is a Non‑Consenting Defaulting Lender, thenthe Borrowers may, so long as there does not then exist any if no Default or Event of DefaultDefault then exists, replace such Lender or Serving Affiliate with another lender acceptable to the Agent, and such Lender hereby agrees to be so replaced or to cause such Serving Affiliate to be replaced, subject to the following: (i) The obligations of the Borrowers hereunder to the Lender to be replaced (in its capacity as a Lender, and including such increased or additional costs incurred from the date of notice to the Funds Administrator of such increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; and (ii) the obligations of the Borrowers hereunder to the Lender to be replaced in its capacity as an Issuing Lender, or to its Serving Affiliate in such capacity, shall continue until (A) each Letter of Credit issued by that Person has expired or been drawn in full, (B) all outstanding reimbursement obligations with respect to Letters of Credit, together with interest thereon at the LC Interest Rate, shall have been paid in full, and (C) all Liabilities in respect of Letters of Credit, to the extent due, have been paid in full and, to the extent not due, been secured to the satisfaction of such Person. (b) If such replacement is a result of increased costs under Sections 2.8 or 4.9, the Borrower may demand replacement Lender shall be a bank or other financial institution that is not subject to such increased costs which caused the Borrowers' election to replace any Lender (the “Affected Lender”)hereunder, and upon each such demand the Affected replacement Lender shall promptlyexecute and deliver to the Agent such documentation satisfactory to the Agent pursuant to which such replacement Lender is to become a party hereto, assign its Commitments and all of its outstanding Loans conforming to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b) for 11.6, with a purchase price Commitment equal to that of the Lender being replaced and shall make Loans in the aggregate principal amount equal to the aggregate outstanding principal balance amount of the Loans then owing of the Lender being replaced; (c) Upon such execution of such documents referred to in clause (b) and repayment of the amounts referred to in clause (a), the replacement lender shall be a "Lender" with a Commitment as specified herein above and the Lender being replaced shall cease to be a "Lender" hereunder, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such replaced Lender and except to the Affected extent such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing continues to the Affected Lender under the Loan Documents. Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Issuing Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent.2.9(a)(ii);

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1(b) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 13.7, requires the vote of such Lender, thenand the Requisite Lenders, so long Requisite Revolving Lenders and/or Requisite Term Lenders, as there does not applicable, shall have voted in favor of such amendment, modification or waiver, then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6 (b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender (including any amounts payable under Section 5.4 by reason of such payment or otherwise), plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. ‎Section 3.10 or 4.1.‎Section 5.1, or is a Lender that sold a participation to a Participant that requests compensation pursuant to ‎Section 3.10 or ‎Section 5.1, and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Term SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, Term SOFR Loans shall be suspended pursuant to Section 4.1.(c) ‎Section 5.1(c), ‎Section 5.2 or 4.3. ‎Section 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Section or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b‎Section 13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under ‎Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender, plus the aggregate amount of payments previously made by the Affected Lender under ‎Section 2.4(j) that have not been repaid, plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected L▇▇▇▇▇’s Commitments, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan DocumentsDocuments (but shall continue to be entitled to the benefits of Sections ‎3.10, ‎5.1, ‎5.4, ‎13.2 and ‎13.9 and the other provisions of this Agreement and the other Loan Documents as provided in ‎Section 13.10 with respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, that notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to ‎Section 3.10, ‎5.1 or ‎5.4) with respect to any period up to the date of replacement. or 4.1. No In connection with any such assignment resulting from a Lender being a Non-Consenting under this ‎Section 5.6, such Affected Lender shall be permitted unless promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption; provided that such Affected Lenders’ failure to execute an Assignment and Assumption within five Business Days after written request by the applicable assignee Lender Borrower shall have consented to not prevent the applicable amendment, waiver or consenteffectiveness of such assignment.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., or is a Lender that sold a participation to a Participant that requests compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) 5.1.(c), 5.2. or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) becomes a Lender is a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender, plus the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected Lender’s Commitment, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan DocumentsDocuments (but shall continue to be entitled to the benefits of Sections 3.10., 5.1., 5.4., 13.2. and 13.9. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10. with respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.15.4.) with respect to any period up to the date of replacement. No In connection with any such assignment resulting from a Lender being a Non-Consenting under this Section 5.6., such Affected Lender shall be permitted unless the applicable assignee Lender shall have consented promptly execute all documents reasonably requested to the applicable amendmenteffect such assignment, waiver or consentincluding an appropriate Assignment and Assumption.

Affected Lenders. If (a) In the event a Lender requests compensation ("Affected Lender") shall have (i) delivered a notice pursuant to Section 3.10. or 4.1.this Agreement claiming that such Affected Lender is unable to extend Eurodollar Rate Loans to Borrower for reasons not generally applicable to the other Lenders, and or (ii) shall have requested compensation from Borrower under any of the Requisite Lenders provisions hereof to recover increased costs incurred by such Affected Lender which are not also doing being incurred generally by the same, (b) the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lenderother Lenders, then, so long as there does not then exist in any Default such case, Borrower or Event of Default, the Borrower Agent may make written demand that on such Affected Lender (with a copy to Borrower in the “Affected Lender”), case of a demand by Agent and upon such with a copy to Agent in the case of a demand by Borrower) for the Affected Lender to assign, and such Affected Lender shall promptlyassign pursuant to one or more duly executed Assignment and Acceptances within five (5) Business Days after the date of such demand, assign to one or more assignees permitted under Section 11.6 of the Credit Agreement (each, an "Eligible Assignee") which Borrower or Agent, as the case may be, shall have engaged for such purpose, all of such Affected Lender's rights and obligations under the Credit Agreement (including, without limitation, its Commitments Loan Commitment, its Note and all of its outstanding Loans owing to an Eligible Assignee subject to and it) in accordance with Section 11.6 of the provisions Credit Agreement. EXECUTED as of Section 11.6.(bthe 28th day of September, 1995. STERLING PULP CHEMICALS, LTD. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ --------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ----------------- Title: Treasurer ---------- TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ -------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President RATE DESIGNATION NOTICE Sterling Pulp Chemicals, Ltd., Texas Commerce Bank National Association, as Agent, and certain financial institutions executed and delivered that certain Credit Agreement (as amended, supplemented or restated from time to time, the "Credit Agreement") for a purchase price equal dated as of September 28, 1995. Schedule 1 to the aggregate principal balance of Loans then owing Credit Agreement is entitled the "Interest Rate Agreement". Any term used herein and not otherwise defined herein shall have the meaning herein ascribed to it in the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to Interest Rate Agreement. In accordance with the Affected Lender under the Loan Documents. Each Interest Rate Agreement, Borrower hereby notifies Agent of the Administrative Agentexercise of an Interest Option. A. Current borrowings 1. Interest Options now in effect: _______________________ 2. Amounts: $_____________________ 3. Expiration of current Interest Periods, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent.if applicable: B. Proposed election

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, same or (b) the obligation of a any Lender to make LIBOR SOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, SOFR Loans shall be suspended pursuant to Section 4.1.(c5.1.(c) or 4.3. 5.2.(b) but the obligation of the Requisite Lenders shall not have been suspended under such Sections, and in the case of clause (a) or (b) such Lender has declined or is unable to designate a different Lending Office in accordance with Section 5.7., or (c) a Lender is a Non‑Consenting Defaulting Lender or a Non-Consenting Lender, thenthen the Borrower may, at its sole expense and effort, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the such Affected Lender shall promptly, assign its Commitments and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.5.(b)), all of its outstanding Loans interests, rights (other than its existing rights to payments pursuant to Section 3.10. or Section 5.1. and rights to indemnification under Section 13.9.) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee subject that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to and the Administrative Agent the assignment fee (if any) specified in accordance with the provisions Section 13.5.(b)(iv); (ii) such Affected Lender shall have received payment of Section 11.6.(b(x) for a purchase price equal to the aggregate principal balance of all Loans then owing to such Affected Lender, plus (y) the Affected aggregate amount of payments previously made by the such Lender under Section 2.4.(j) and Section 2.5.(e) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the such Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee; (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.1. or payments required to be made pursuant to Section 3.10., 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 Loan Documentscase of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable consent, approval, amendment or waiver. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.15.4.) with respect to any period up to the date of replacement. No assignment resulting from a Lender being a Non-Consenting An Affected Lender shall not be permitted unless required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the applicable assignee Lender shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.

Affected Lenders. If any Lender (ai) (other than Administrative Agent, as a Lender, or any of its Affiliates or Approved Funds as Lenders) does not consent to a proposed Loan Modification requested by Borrower, which proposed Loan Modification is approved by at least the Requisite Lenders, (ii) is a Defaulting Lender requests compensation or a Prior Defaulting Lender, (iii) demands any payment or is prohibited from making or maintaining LIBOR Loans under Section 2.12 hereof, or (iv) is the cause of Borrower having to pay any additional amount to such Lender or any Governmental Authority pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, 2.11 hereof (beach relevant Lender in clauses (i) the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(cthrough (iv) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the being an “Affected Lender”), then Administrative Agent or Borrower, upon at least three (3) Business Days notice to such Lender, Borrower and upon Administrative Agent, may permanently replace the Affected Lender with one or more substitute Lenders (each, a “Replacement Lender”). Prior to the effective date of such demand replacement, the Affected Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Affected Lender being repaid, at par, its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Letter of Credit Obligations) together with, except in the case of a Defaulting Lender or a Prior Defaulting Lender, any prepayment premium payable pursuant to this Agreement; provided if such Affected Lender is the only Lender that failed to give its consent, authorization or agreement to a proposed Loan Modification, then such repayment will be without any premium of any kind whatsoever. Any Replacement Lender (other than an existing Lender) chosen by Borrower shall be subject to the prior written approval of Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed so long as no Event of Default shall have occurred and be continuing). If the Affected Lender shall promptlyrefuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, assign its Commitments the Affected Lender shall be deemed to have executed and all delivered such Assignment and Acceptance Agreement. The replacement of its outstanding Loans to an Eligible Assignee subject to and any Affected Lender shall be made in accordance with the provisions terms of Section 11.6.(b) for a purchase price equal to 10.1. Until such time as the aggregate principal balance Replacement Lenders shall have acquired all of Loans then owing to the Obligations, the Commitments, and the other rights and obligations of the Affected Lender plus any accrued but unpaid interest thereon hereunder and accrued but unpaid fees and other amounts owing to the Affected Lender under the other Loan Documents. Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate remain obligated to make its Pro Rata Share of the Revolving Loan and Delayed Draw Term Loan B and, to the extent applicable, purchase a participation in effectuating each Letter of Credit in an amount equal to its Pro Rata Share (based on the replacement Revolving Loan Commitments) of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower Letter of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consentCredit.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.6., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, and such Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement. (g) The Credit Agreement is hereby further amended by restating Section 6.1.(h) thereof in its entirety as follows:

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Term Benchmark Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, Term Benchmark Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Section or (c) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a Lender greater percentage of the Lenders than the Requisite Lenders or the consent of each affected Lender, or all Lenders, and such amendment, waiver or other modification is a Non‑Consenting Lenderconsented to by the Requisite Lenders, all other affected Lenders or all other Lenders (as applicable), then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under and Eligible Assignee subject to and in accordance with the Loan Documentsprovisions of Section 13.5(b); provided, that the Borrower shall only demand the Affected Lender to assign its Commitment pursuant to subsection (a) above if such assignment will result in lower costs for the Borrower at the time of the assignment. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including pursuant to Sections 3.10, 5.1 or 5.4) with respect to any period up to the date of replacement. or 4.1. No assignment resulting from a Lender being a Non-Consenting A Lender shall not be permitted unless required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the applicable circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the applicable amendment, waiver or consentterms thereof.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, same or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1(b) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender Lender, plus (y) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section 5.6 shall be at the Borrower’s 's sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section 5.6 shall not in any way limit the Borrower’s 's obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.12 or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Term Benchmark Loans or RFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR or RFR Loans into, Term Benchmark Loans or RFR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting LenderDefaulting Lender or (d) a Lender does not vote in favor of any amendment, modification or waiver to the requirements of Section 9.7(c)(i)(y) or a Default or Event of Default under Section 10.1(m)(i), (ii), or (iii) and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5(b) for a purchase price equal to the aggregate principal balance of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee, or (ii) solely, with respect to clause (c), pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, whereupon the Loans and Commitment of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.103.12 or 4.1 with respect to periods up to the date of replacement. or 4.1. No assignment resulting from a Lender being a Non-Consenting A Lender shall not be permitted unless required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the applicable circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (A) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Agent and such parties are participants), and (B) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable amendment, waiver Lender; provided that any such documents shall be without recourse to or consentwarranty by the parties thereto.

Affected Lenders. If (a) a any Lender requests compensation pursuant to Section 3.10. 4.8(c), 4.8(d), 4.10 or 4.1.4.11, and the Requisite Lenders are not also doing the same, (b) or the obligation of a Lender the Lenders to make LIBOR Rate Loans or to Continuecontinue, or to Convert convert Base Rate Loans into into, LIBOR Rate Loans shall be suspended pursuant to Section 4.1.(c4.8(a) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (cb) a Lender is a Non‑Consenting due to an event affecting any Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (a) demand that such Lender (the “"Affected Lender”"), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee another financial institution subject to and in accordance with the provisions of Section 11.6.(b13.10(b) (it being understood that such Affected Lender shall have no obligation to find a replacement lender) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and thereon, accrued but unpaid fees and any other amounts owing to the Affected Lender under hereunder, or (b) pay to the Loan Documents. Each Affected Lender the aggregate principal balance of Loans then owing to the Administrative AgentAffected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees and any other amounts owing to the Borrower and Affected Lender hereunder, whereupon the Affected Lender shall reasonably no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents and the Aggregate Commitment shall immediately and permanently be reduced by an amount equal to the amount of the Affected Lender's Commitment. The Administrative Agent shall cooperate in effectuating the replacement of such an Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assigneereplacement. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s 's sole cost and expense (including with respect to the assignment fee required pursuant to Section 13.10(b)(v)), and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consent.

Affected Lenders. If (a) a Unless the Required Lenders seek indemnification or reimbursement pursuant to Sections 4.7, 4.10, 4.12 or 4.16 or invoke the provisions of Section 4.9 hereof, if the Borrower is obligated to pay to any Lender any amount under Sections 4.7, 4.10, 4.12 or 4.16 or if the Lender requests compensation that its LIBOR Advances or Multicurrency Loans be converted into Base Rate Advances or that the interest rate option applicable to its Term Loans be changed from the LIBOR Option to the Base Rate Option pursuant to Section 3.10. or 4.1.4.9, and the Requisite Lenders are not also doing the same, (b) the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, thenBorrower may, so long as there does not then exist any no Default or Event of DefaultDefault then exists, replace such Lender with another Lender acceptable to the Agent, and such Lender hereby agrees to be so replaced subject to the following: (a) The obligations of the Borrower may demand that hereunder to the Lender to be replaced (including such increased or additional costs incurred from the date of notice to the Borrower of such increase or additional costs through the date such Lender is replaced hereunder) shall be paid in full to such Lender concurrently with such replacement; (b) The replacement Lender shall be a bank or other financial institution that is not subject to the “Affected Lender”)increased costs arising under such Sections which may have effectuated the Borrower's election to replace any Lender hereunder, and upon each such demand the Affected replacement Lender shall promptly, assign its Commitments execute and all deliver to the Agent such documentation satisfactory to the Agent pursuant to which such replacement Lender is to become a party hereto with a Commitment equal to that of its outstanding the Lender being replaced and shall make a Loan or Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b) for a purchase price aggregate principal amount equal to the aggregate outstanding principal balance amount of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender under the Loan Documents. Each or Loans of the Administrative AgentLender being replaced; (c) Upon such execution of such documents referred to in clause (b) and repayment of the amounts referred to in clause (a), the Borrower replacement Lender shall be a "Lender" with a Commitment as specified hereinabove and the Affected Lender being replaced shall cease to be a "Lender" hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such replaced Lender; (d) The Agent shall reasonably cooperate in effectuating the replacement of such Affected any Lender under this SectionSection 4.19, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights replacement; and (e) Any Lender replaced under this Section 4.19 shall be replaced at the Borrower’s 's sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section replaced Lender shall not in any way limit the Borrower’s obligation be obligated to pay to any Affected Lender compensation owing to such Affected Lender assignment or processing fee required pursuant to Section 3.10. 11.6(c) or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consentotherwise.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c5.1.(b) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender does not vote in favor of any amendment, modification or waiver to this Agreement which, pursuant to Section 13.6.(b), requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver, or (d) a Lender is a Non‑Consenting Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5.(d) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender, any other Lender nor any other Lender Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4.) with respect to the applicable amendment, waiver or consentperiods up to the date of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make or Continue LIBOR Loans or to ContinueCDOR Loans, or to Convert Base Rate Loans into LIBOR Loans Loans, shall be suspended pursuant to Section 4.1.(c5.1(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender5.3, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Person be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.103.12. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR SOFR Loans or to ContinueContinue Term SOFR, or to Convert Base Rate Loans or Adjusted Daily Simple SOFR Loan into LIBOR Term SOFR, or to Convert Base Rate Loans or Term SOFR Loan into Adjusted Daily Simple SOFR Loans shall be suspended pursuant to Section Sections 4.1.(c) ), 4.2. or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments Commitment(s) and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.5.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10this Agreement (including, without limitation, pursuant to Sections 3.12., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders constituting Required Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders constituting Required Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document, which, pursuant to Section 12.7., requires the vote of such Lender, and the Required Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10this Agreement (including, without limitation, pursuant to Sections 3.11., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, same or (b) the obligation of a any Lender to make LIBOR SOFR Loans of any Type or to Continue, or to Convert Base Rate Loans into LIBOR into, SOFR Loans shall be suspended pursuant to Section 4.1.(c5.1.(c) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, and in the case of clause (a) or (b) such Lender has declined or is unable to designate a different Lending Office in accordance with Section 5.7., or (c) a Lender is a Non‑Consenting Defaulting Lender or a Non-Consenting Lender, thenthen the Borrower may, at its sole expense and effort, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected such Lender shall promptly, assign its Commitments and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.5.(b)), all of its outstanding Loans interests, rights (other than its existing rights to payments pursuant to Section 3.10. or Section 5.1. and rights to indemnification under Section 13.9.) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee subject that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to and the Administrative Agent the assignment fee (if any) specified in accordance with the provisions Section 13.5.(b)(iv); (ii) such Lender shall have received payment of Section 11.6.(b(x) for a purchase price equal to the aggregate principal balance of all Loans then owing to such Lender, plus (y) the Affected aggregate amount of payments previously made by such Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to such Lender, or any other amount as may be mutually agreed upon by such Lender and Eligible Assignee; (iii) in the Affected case of any such assignment resulting from a claim for compensation under Section 5.1. or payments required to be made pursuant to Section 3.10., 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 under the Loan Documents. Each of the Administrative Agentbecoming a Non- Consenting Lender, the Borrower and applicable assignee shall have consented to the applicable consent, approval, amendment or waiver. The Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, 1.) with respect to any period up to the date of the other Lendersreplacement. The terms of this Section A Lender shall not in be required to make any way limit such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower’s obligation circumstances entitling the Borrower to pay require such assignment and delegation cease to any Affected Lender compensation owing to such Affected Lender pursuant to Section 3.10. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented to the applicable amendment, waiver or consentapply.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., or is a Lender that sold a participation to a Participant that requests compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c) 5.1.(c), 5.2. or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender is becomes a Non‑Consenting Non-Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and other amounts Eligible Assignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender, plus the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected Lender’s Commitment, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan DocumentsDocuments (but shall continue to be entitled to the benefits of Sections 3.10., 5.1., 5.4., 13.2. and 13.9. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10. with respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent, the Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 4.15.4.) with respect to any period up to the date of replacement. No In connection with any such assignment resulting from a Lender being a Non-Consenting under this Section 5.6., such Affected Lender shall be permitted unless promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption; provided that such Affected Lenders’ failure to execute an Assignment and Assumption within five Business Days after written request by the applicable assignee Lender Borrower shall have consented to not prevent the applicable amendment, waiver or consenteffectiveness of such assignment.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into into, LIBOR Loans shall be suspended pursuant to Section 4.1.(c4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 12.7., requires the vote of such Lender, and the Requisite Lenders shall have voted in favor of such amendment, modification or waiver then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 4.4.) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of a any Lender to make LIBOR LIBORSOFR Loans or to Continue, or to Convert Base Rate Loans into LIBOR into, LIBORSOFR Loans shall be suspended pursuant to Section 4.1.(c5.1(c) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitments and all of its outstanding Loans Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b13.6(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender under the Loan Documentsand Eligible Assignee. Each of the Administrative Agent, the Borrower Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section this Agreement (including, without limitation, pursuant to Sections 3.10. , 5.1 or 4.1. No assignment resulting from a Lender being a Non-Consenting Lender shall be permitted unless the applicable assignee Lender shall have consented 5.4) with respect to any period up to the applicable amendment, waiver or consentdate of replacement.