Common use of Replacement of Affected Lenders Clause in Contracts

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), ) or Section 3.6(c), or the Borrower is Company are required to make any payments under Section 4.7(a) 4.7 to any Lender that Company determines are materially in excess of those to the other Lenders or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Company shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), reasonably acceptable to Administrative Agent, and to require each such Replaced Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.8(c)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to such Replacement Lender, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower Company owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, entry into the Register and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xa) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lenderrequests compensation under Section 3.9, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make pay any payments under additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 4.7(a) or 3.11, (c) any Lender notifies the Borrower and Administrative Agent that it is unable to fund Eurodollar Loans pursuant to Sections 3.7 or 3.8, (d) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender, or (z) Credit Document that has been approved by the Requisite Lenders as provided in Section 12.1(b11.6(b) but requires unanimous consent of all Lender or all the Lenders directly affected thereby (as applicable) or (e) if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 11.3) all its interests, rights and obligations under this Credit Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts), (iii) in the case of certain refusals by a Lender claim for compensation under Section 3.9 or payments required to be made pursuant to Section 3.11, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law and (v) in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to certain a proposed amendmentschange, changeswaiver, supplements, waivers, discharges discharge or terminations termination with respect to this Agreement which have been approved by the Required Lendersany Credit Document, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable applicable assignee consents to the Administrative Agentproposed change, waiver, discharge or termination; provided that no the failure by such Eligible Assignee is Non-Consenting Lender to execute and deliver an Impaired Lender at Assignment and Assumption shall not impair the time validity of the removal of such replacement (collectively, Non-Consenting Lender and the “Replacement mandatory assignment of such Non-Consenting Lender”), provided further that (i) at the time of any replacement ’s Commitments and outstanding Loans pursuant to this Section 3.7, 3.17 shall nevertheless be effective without the Replaced execution by such Non-Consenting Lender of an Assignment and Replacement Assumption. A Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall not be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if make any such Note is lost assignment and delegation if, prior thereto, as a result of a waiver by such Lender or unavailableotherwise, such other assurances or indemnification therefor as the circumstances entitling the Borrower may reasonably requestto require such assignment and delegation cease to apply.

Replacement of Affected Lenders. (xa) So long as no Event of Default or Unmatured Event of Default then exists, if If any Multicurrency Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (yb) if any Lender (or in the case of Section 2.9(i2.10(i), any Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section 3.6(a)(ii) or (iii), ) or Section 3.6(c), or the Borrower is Company are required to make any payments under Section 4.7(a) or 4.7 to any Lender that Company determines are materially in excess of those to the other Lenders, (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower or (d) if any Multicurrency Revolving Lender notifies Administrative Agent that it cannot make loans, or continue loans, in any Agreed Alternative Currency pursuant to Sections 2.8(c) or 2.8(d), Company shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), reasonably acceptable to Administrative Agent, and to require each such Replaced Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.8(c)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to such Replacement Lender, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower Company owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement; and provided further that the lender replacement right set forth above in Section 3.7(d) shall not apply in any instance where five or more Multicurrency Revolving Lenders all make the same notification to Administrative Agent with respect to a particular Agreed Alternative Currency. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, entry into the Register and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerCompany, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory delivering Cash Collateral to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xi) So long any Lender having a Revolving Commitment or a Delayed-Draw Term Loan Commitment becomes a Defaulting Lender or otherwise defaults in its Revolving Commitment or Delayed-Draw Term Loan Commitment, as applicable, (ii) any Credit Party is required to make any payments to any Lender under Section 3.6, Section 3.9 or Section 3.11 in excess of the proportionate amount (based on the respective Commitments and/or Loans of the Lenders) of corresponding payments required to be made to the other Lenders or (iii) any Lender is unable or unwilling to make, maintain, and fund Eurodollar Loans as contemplated by Section 3.8, the Borrower shall have the right, if no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”"), provided further that (ia) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form an Assignment and substance satisfactory to such parties and the Administrative Agent, Acceptance pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (iib) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (ya) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.Assignment

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Revolving Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section SECTION 3.6(a)(ii) or (iii), SECTION 3.6(c) or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) SECTION 4.6 to any Lender, Lender materially in excess of those to the other Lenders or (z) as provided in Section 12.1(bSECTION 11.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Majority Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “Replaced Lender”"REPLACED LENDER") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall be a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)"REPLACEMENT LENDER") acceptable to Agent, provided further PROVIDED that (i) at the time of any replacement pursuant to this Section SECTION 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in the form and substance satisfactory to such parties and the Administrative Agentof EXHIBIT 11.9 hereto, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Revolving Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, any such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event If any Lender (or any Participant holding interests in any Loan owing to such Lender or in any Commitment of Default such Lender or Unmatured Event in any other interest of Default then existssuch Lender under the Loan Documents) requests compensation under Section 3.1 or 3.2, or (b) if any Revolving Borrower is required to pay any additional amount pursuant to Section 3.5, or (c) if any Lender becomes an Impaired Lender, a Defaulting Lender or (yd) if any Lender (1) shall at any time have (or have a parent that has) a long-term credit rating of lower than BBB from S&P, lower than Baa2 from Xxxxx’x or lower than the equivalent rating from any other nationally recognized statistical rating organization, or shall at any time not have a long-term credit rating from S&P, Xxxxx’x or any other nationally recognized statistical rating organization (in each case under this clause (d)(1) regardless of whether any such circumstances existed at the case of Section 2.9(itime such Lender became a Lender), Facing Agent(2) is owed increased costs under Section 2.9(ian Ineligible Institution, (3) enters into, or purports to enter into, an assignment or a participation with an Ineligible Institution in violation of this Agreement or (4) has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), then Harley may, at its sole expense and effort, upon notice to such Lender and the Global Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 3.6(a)(ii) or (iii13.3), or Section 3.6(c)all its interests, or the Borrower is required to make rights and obligations under this Agreement (other than any payments under Section 4.7(a) or (coutstanding Bid Rate Loans held by it) to any an assignee that shall assume such obligations (which assignee may be another Lender, or if a Lender accepts such assignment); provided that (z) as provided in Section 12.1(bi) in the case of certain refusals by an assignment to an assignee which is not a Lender to consent to certain proposed amendmentsLender, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Harley shall have received the right to replace such Lender (prior written consent of the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Global Administrative Agent, provided that no which consent shall not unreasonably be withheld, (ii) such Eligible Assignee is Lender shall have received payment of an Impaired Lender at amount equal to the time outstanding principal of its Loans (other than Bid Rate Loans) and participations in the relevant Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such replacement outstanding principal and accrued interest and fees) or Harley (collectivelyin the case of all other amounts) and (iii) in the case of any such assignment arising under clause (d)(1) above, the “Replacement Lender”), provided further assignee shall have a credit rating greater than or equal to BBB from S&P and/or greater than or equal to Baa2 from Xxxxx’x. Each party hereto agrees that (i1) at the time of any replacement an assignment required pursuant to this Section 3.7paragraph may be effected pursuant to an assignment and assumption executed by Harley, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties Global Administrative Agent and the Administrative Agentassignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System as to which the Replacement Lender shall acquire, at par, all of the Commitments Global Administrative Agent and outstanding Loans ofsuch parties are participants), and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing 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 cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory any such assignment, the other parties to such Facing Agent) have been made with respect assignment agree to execute and deliver such outstanding Letters of Credit. The Replaced Lender documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be required without recourse to deliver for cancellation its applicable Notes to be canceled on or warranty by the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestparties thereto.

Replacement of Affected Lenders. (x) So At any time any Lender is affected by any condition or circumstance set forth in Sections 3.10, 3.11, 3.12 or 3.14, and so long as no Event of Default or Unmatured Event of Potential Default then exists, if any Revolving (i) EDS may replace such affected Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect party to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to bank(s), financial institution(s) or other Person(s) approved by the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement which approval shall not be unreasonably withheld (collectivelyand, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties upon notice from EDS and the Administrative Agent, such affected Lender shall assign, pursuant to which Section 11.12, without recourse or warranty, its Commitment, its Loans, its Note(s) and all of its other rights and obligations hereunder to such replacement bank(s), other financial institution(s) or other Person(s) for a purchase price equal to the Replacement Lender shall acquire, at parsum of the principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid facility fees, any amounts required to be reimbursed to such Lender pursuant to Section 3.5 (except to the extent paid directly by the applicable Borrower to the affected Lender) and its ratable share of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrowerremaining unpaid Obligations owed to such affected Lender) and and/or (ii) all obligations of the Borrower owing to the Replaced EDS may (and, if EDS replaces any affected Lender (including, without limitation, such increased costs and including those specifically described in part as provided in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested concurrently with such replacement EDS shall) cause such affected Lender to cease to be a party hereto by terminating the Commitment of such Lender (whereupon the Aggregate Committed Sum shall be reduced by the Replacement amount of such affected Lender's Committed Sum less any portion thereof assigned pursuant to clause (i) above) by paying, and causing any other relevant Borrower to pay, the principal amount of such affected Lender's Loans, all accrued and unpaid interest thereon, all accrued and unpaid commitment fees owed to such affected Lender, delivery any amounts required to be reimbursed to such Lender pursuant to Section 3.5 and any remaining unpaid Obligations owed to such affected Lender, in each case to the Replacement Lender of the appropriate Note or Notes executed by the Borrowerextent not assigned and purchased pursuant to clause (i) above, the Replacement and such affected Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall thereupon cease to constitute be a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lenderparty hereto. Notwithstanding anything to the contrary contained aboveset forth in this Section 3.17, no Lender that acts as a Facing Agent EDS may be replaced hereunder at not require any time during which such Facing Agent has Letters assignment or effect the termination of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and any Lender's Commitment pursuant to arrangements satisfactory to this Section 3.17 if such Facing Agent) have been made assignment or termination would conflict with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its any applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestLaw.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i2.10(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), Section 3.6(c) or Section 3.6(c2.10(i), or the if any Borrower is required to make any payments under Section 4.7(a) or (c4.6(c) to any LenderLender materially in excess of those to the other Lenders, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower then Borrowers shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and the Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations Obligations of the Borrower Borrowers owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during at which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xi) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any a Defaulting Lender (or otherwise defaults in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) its Revolving Commitment or (iii), or Section 3.6(c), or ii) the Borrower is required to make any payments to any Lender under Section 4.7(a3.6, Section 3.9 or Section 3.11 in excess of the proportionate amount (based on the respective Commitments and/or Loans of the Lenders) or (c) of corresponding payments required to any Lender, or (z) as provided in Section 12.1(b) in be made to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”"), provided further that (ia) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form an Assignment and substance satisfactory to such parties and the Administrative Agent, Acceptance pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (iib) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (ya) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentationappropriate Assignment and Acceptance, the payment of amounts referred to in clause clauses (iia) and (b) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.an

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.8, Section 3.6(a)(ii) or (iii)3.9, or Section 3.6(c)3.6, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with hereunder and of the assignment fee paid by either Commitments and outstanding Loans of under the Replacement Lender or the Borrower) 364-Day Credit Agreement and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Revolving Note or Revolving Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Revolving Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 10.7. The Replaced Lender shall be required to deliver for cancellation its applicable Revolving Notes to be canceled on the date of replacement, or if any such Revolving Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event of Default If any Multicurrency Revolving Lender or Unmatured Event of Default then exists, if any French Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (yb) if any Lender (or in the case of Section 2.9(i2.10(i), any Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section 3.6(a)(ii) or (iii), ) or Section 3.6(c), or the Borrower is Borrowers are required to make any payments under Section 4.7(a) or 4.7 to any Lender that Company determines are materially in excess of those to the other Lenders, (c) to any Lender, or (z) as provided in Section 12.1(b12.1(c) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, or (d) if any Multicurrency Revolving Lender or French Revolving Lender notifies the Borrower Administrative Agent that it can no make loans, or continue loans, in any Agreed Alternative Currency pursuant to Sections 2.8(c) or 2.8(d), Borrowers shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), reasonably acceptable to Administrative Agent, provided further that that, (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower Borrowers owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement; and provided further that the lender replacement right set forth above in Section 3.7(d) shall not apply in any instance where five or more Multicurrency Revolving Lenders and/or French Revolving Lenders all make the same notification to the Administrative Agent with respect to a particular Agreed Alternative Currency. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory delivering Cash Collateral to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xa) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lenderrequests compensation under Section 3.9, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make pay any payments under additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 4.7(a) or 3.11, (c) any Lender notifies the Borrower and Administrative Agent that it is unable to fund SOFR Loans pursuant to Sections 3.7 or 3.8, (d) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender, or (z) Credit Document that has been approved by the Requisite Lenders as provided in Section 12.1(b11.6(b) but requires unanimous consent of all Lender or all the Lenders directly affected thereby (as applicable) or (e) if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 11.3) all its interests, rights and obligations under this Credit Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts), (iii) in the case of certain refusals by a Lender claim for compensation under Section 3.9 or payments required to be made pursuant to Section 3.11, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law and (v) in the case of any such assignment resulting from a Non-Consenting Xxxxxx’s failure to consent to certain a proposed amendmentschange, changeswaiver, supplements, waivers, discharges discharge or terminations termination with respect to this Agreement which have been approved by the Required Lendersany Credit Document, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable applicable assignee consents to the Administrative Agentproposed change, waiver, discharge or termination; provided that no the failure by such Eligible Assignee is Non-Consenting Lender to execute and deliver an Impaired Lender at Assignment and Assumption shall not impair the time validity of the removal of such replacement (collectively, Non-Consenting Lender and the “Replacement mandatory assignment of such Non-Consenting Lender”), provided further that (i) at the time of any replacement ’s Commitments and outstanding Loans pursuant to this Section 3.7, 3.17 shall nevertheless be effective without the Replaced execution by such Non-Consenting Lender of an Assignment and Replacement Assumption. A Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall not be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if make any such Note is lost assignment and delegation if, prior thereto, as a result of a waiver by such Lender or unavailableotherwise, such other assurances or indemnification therefor as the circumstances entitling the Borrower may reasonably requestto require such assignment and delegation cease to apply.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if If any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii2.13(a)(ii) or (iii), Section 2.13(c), Section 2.12(h) or Section 3.6(c), or 3.11 materially in excess of those of the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Unmatured Event of Default or Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignee or Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.72.14, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, Assignment Agreements pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (and all rights and obligations under any participation agreements to which the Replaced Lender is a party with respect to the assignment fee paid by either the Replacement Lender or the Borrower) L/C Agreement, and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, documentation and the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless and the Replaced Lender continues to have outstanding Loans hereunder, shall be released from its obligations under the Replaced Lender Loan Documents and shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a neither the Facing Agent nor the Swing Line Lender may be replaced hereunder at any time during which such Facing Agent while it has Letters of Credit or Swing Line Loans, respectively, outstanding hereunder, hereunder unless arrangements satisfactory to such the Facing Agent or Swing Line Lender (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such the Facing Agent or (2) the depositing furnishing of cash collateral into of a collateral account kind, in amounts and pursuant to arrangements satisfactory to such the Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, Credit or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestSwing Line Loans.

Replacement of Affected Lenders. (x) So At any time any Lender is affected by any condition or circumstance set forth in Sections 3.10, 3.11, 3.12 or 3.14, and so long as no Event of Default or Unmatured Event of Potential Default then exists, if any Revolving (i) EDS may replace such affected Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect party to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to bank(s), financial institution(s) or other Person(s) approved by the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement which approval shall not be unreasonably withheld (collectivelyand, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties upon notice from EDS and the Administrative Agent, such affected Lender shall assign, pursuant to which Section 11.12, without recourse or warranty, its Commitment, its Loans, its Note(s) and all of its other rights and obligations hereunder to such replacement bank(s), other financial institution(s) or other Person(s) for a purchase price equal to the Replacement Lender shall acquire, at parsum of the principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid facility fees, any amounts required to be reimbursed to such Lender pursuant to Section 3.5 (except to the extent paid directly by the applicable Borrower to the affected Lender) and its ratable share of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrowerremaining unpaid Obligations owed to such affected Lender) and and/or (ii) all obligations of the Borrower owing to the Replaced EDS may (and, if EDS replaces any affected Lender (including, without limitation, such increased costs and including those specifically described in part as provided in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested concurrently with such replacement EDS shall) cause such affected Lender to cease to be a party hereto by terminating the Commitment of such Lender (whereupon the Aggregate Committed Sum shall be reduced by the Replacement amount of such affected Lender’s Committed Sum less any portion thereof assigned pursuant to clause (i) above) by paying, and causing any other relevant Borrower to pay, the principal amount of such affected Lender’s Loans, all accrued and unpaid interest thereon, all accrued and unpaid commitment fees owed to such affected Lender, delivery any amounts required to be reimbursed to such Lender pursuant to Section 3.5 and any remaining unpaid Obligations owed to such affected Lender, in each case to the Replacement Lender of the appropriate Note or Notes executed by the Borrowerextent not assigned and purchased pursuant to clause (i) above, the Replacement and such affected Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall thereupon cease to constitute be a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lenderparty hereto. Notwithstanding anything to the contrary contained aboveset forth in this Section 3.17, no Lender that acts as a Facing Agent EDS may be replaced hereunder at not require any time during which assignment or effect the termination of any Lender’s Commitment pursuant to this Section 3.17 if (x) such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent assignment or termination would conflict with any applicable Law or (2y) after giving effect thereto, the depositing aggregate principal amount of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to Loans outstanding at such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on time would exceed the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestAggregate Committed Sum.

Replacement of Affected Lenders. Within thirty (x30) So long as no Event days after receipt by the Borrower of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if written notice and demand from any Lender (or in for any payment under the case terms of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)4.1, Section 3.6(a)(ii) or (iii)4.2, or Section 3.6(c)4.3 then, or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect subject to this Agreement which have been approved by the Required LendersSection 4.8, the Borrower shall have may, at its option, notify the right to replace Agent and such Lender (the “Replaced "Affected Lender”") of the Borrower's intention to obtain, at the Borrower's sole expense, a replacement Lender ("Replacement Lender") to purchase the Affected Lender's Revolving Loans and its obligations under the Loan Documents. Subject to this Section 4.8, the Borrower shall, within thirty (30) days following the delivery of such notice from the Borrower, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Revolving Loans of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with one the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Revolving Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or more with respect thereto, and all other Eligible Assignees Obligations owed to such Affected Lender, including amounts owed under Section 4.1 or Section 4.3 (but excluding any amount pursuant to Section 4.2). Notwithstanding the foregoing, (a) the Borrower shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 or Section 4.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Administrative AgentAgent in its reasonable discretion, provided that no such Eligible Assignee is an Impaired Lender at and (d) the time of Bank may not be replaced under this Section 4.8 without its consent. If the Borrower elects to replace any Affected Lender, the Borrower must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed ninety (collectively, the “Replacement Lender”), provided further that (i90) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on days from the date of replacement, such Affected Lender requested any payment under Section 4.1 or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestSection 4.3.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Domestic Revolving Lender or Unmatured Event of Default then exists, if any Multicurrency Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(iSECTION 2.9(I), Facing Agent) is owed increased costs under Section 2.9(iSECTION 2.9(I), Section 3.6(a)(iiSECTION 3.6(A)(II) or (iiiIII) or SECTION 3.6(C), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) SECTION 4.7 to any Lender, Lender materially in excess of those to the other Lenders or (z) as provided in Section 12.1(bSECTION 12.1(B) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “Replaced Lender”"REPLACED LENDER") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)"REPLACEMENT LENDER") acceptable to Administrative Agent, provided further PROVIDED that (i) at the time of any replacement pursuant to this Section SECTION 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event If any Lender (or any Participant holding interests in any Loan owing to such Lender or in any Commitment of Default such Lender or Unmatured Event in any other interest of Default then existssuch Lender under the Loan Documents) requests compensation under Section 3.1 or 3.2, or (b) if any Revolving Borrower is required to pay any additional amount pursuant to Section 3.5, or (c) if any Lender becomes an Impaired Lender, a Defaulting Lender or (yd) if any Lender (1) shall at any time have (or have a parent that has) a long-term credit rating of lower than BBB from S&P, lower than Baa2 from Xxxxx’x or lower than the equivalent rating from any other nationally recognized statistical rating organization, or shall at any time not have a long-term credit rating from S&P, Xxxxx’x or any other nationally recognized statistical rating organization (in each case under this clause (d)(1) regardless of whether any such circumstances existed at the case of Section 2.9(itime such Lender became a Lender), Facing Agent(2) is owed increased costs under Section 2.9(ian Ineligible Institution, (3) enters into, or purports to enter into, an assignment or a participation with an Ineligible Institution in violation of this Agreement or (4) has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), then Harley may, at its sole expense and effort, upon notice to such Lender and the Global Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 3.6(a)(ii) or (iii13.3), or Section 3.6(c)all its interests, or the Borrower is required to make rights and obligations under this Agreement (other than any payments under Section 4.7(a) or (coutstanding Bid Rate Loans held by it) to any an assignee that shall assume such obligations (which assignee may be another Lender, or if a Lender accepts such assignment); provided that (z) as provided in Section 12.1(bi) in the case of certain refusals by an assignment to an assignee which is not a Lender, Harley shall have received the prior written consent of the Global Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to consent the outstanding principal of its Loans (other than Bid Rate Loans) and participations in the relevant Loans, accrued interest thereon, accrued fees and all other amounts payable to certain proposed amendmentsit hereunder, changesfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) or Harley (in the case of all other amounts), supplements(iii) in the case of any such assignment resulting from a claim for compensation under Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.5, waivers, discharges such assignment will result in a reduction in such compensation or terminations payments with respect to this Agreement which have been approved by the Required Lenders, assignee Lender and (iv) in the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time case of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more such assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in arising under clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (id)(1) above, andthe assignee shall have a credit rating greater than or equal to BBB from S&P, if so requested by the Replacement Lender, delivery and/or greater than or equal to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestBaa2 from Xxxxx’x.”

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.8, Section 3.6(a)(ii) or (iii)3.9, or Section 3.6(c)3.6, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Swingline Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) hereunder and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the an appropriate Revolving Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Revolving Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of Credit. The Replaced Credit and (2) the Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor that acts as the Borrower Agent may reasonably request.not be replaced hereunder except in accordance with the terms of

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any otherwise defaults in its Revolving Lender becomes an Impaired Lender, (y) Commitment or if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii)3.8, or Section 3.6(c)3.9, or, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any LenderLender in excess of those to the other Lenders or if any Lender elects not to enter into any amendment, modification, consent or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations waiver with respect to this the Credit Agreement which have been approved or any other Credit Document requested by the Required LendersBorrower, which amendment, modification, consent or waiver cannot become effective without the consent of such Lender, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”"), provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Acceptance in the form and substance satisfactory to such parties and the Administrative Agentof Exhibit 11.3(b), pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) any Lender that acts as a Facing Agent an Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentLender) have been made with respect to such outstanding Letters of Credit. The Replaced Credit and (2) the Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor that acts as the Borrower Agent may reasonably request.not be replaced hereunder except in accordance

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Revolving Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), ) or the Borrower is required to make any payments under Section 4.7(a) or (c) 4.6 to any Lender, Lender materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b11.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Majority Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall be a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) acceptable to Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in the form and substance satisfactory to such parties and the Administrative Agentof Exhibit 11.9 hereto, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, any such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii)3.8, or Section 3.6(c)3.9, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Swingline Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) hereunder and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the an appropriate Revolving Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Revolving Loans, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent an Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 10.7. The Replaced Lender shall be required to deliver for cancellation its applicable Notes Revolving Notes, to the extent applicable, to be canceled on the date of replacement, or if any such Revolving Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unreimbursed Amounts, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) 3.04 or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) 3.01 to any Lender that Borrower determines are materially in excess of those to the other Lenders or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals refusal by a Lender to consent to certain a proposed amendmentsamendment, changeschange, supplementssupplement, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have been approved by under Section 10.01 requires the approval of all Lenders, but has received the approval of only the Required Lenders, the Borrower shall have the right to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to Agent, provided further that that, (i) at the time of any replacement pursuant to this Section 3.73.07, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreementsan Assignment and Assumption Agreement, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentationapplicable Assignment and Assumption Agreement, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent L/C issuer may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent L/C issuer (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent L/C issuer or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Facing AgentL/C issuer) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event of Default or Unmatured Event of Default then exists, if If any Multicurrency Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (yb) if any Lender (or in the case of Section 2.9(i2.10(i), any Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), ) or the Borrower is Borrowers are required to make any payments under Section 4.7(a) or 4.6 to any Lender the Company determines are materially in excess of those to the other Lenders or, (c) if any Lender fails to any Lendercause a change in lending office as described in Section 3.6(d) upon the request of a Borrower, or (zd) as provided in Section 12.1(b12.1(c) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Borrowers shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) reasonably acceptable to Administrative Agent, provided further that that, (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower Borrowers owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xi) So long as any Lender having a Revolving Commitment becomes a Defaulting Lender or (ii) any Credit Party is required to make any payments to any Lender under Section 3.6, Section 3.8, Section 3.9 or Section 3.11 in an amount reasonably deemed material by the Borrower, the Borrower shall have the right, if no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”"), provided further that (ia) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form an Assignment and substance satisfactory to such parties and the Administrative Agent, Acceptance pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (iib) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (ya) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentationappropriate Assignment and Acceptance, the payment of amounts referred to in clause clauses (iia) and (b) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 10.7. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.8, Section 3.6(a)(ii) or (iii)3.9, or Section 3.6(c)3.6, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or --------------- Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") ------------------- reasonably acceptable to the Agent, provided further that (i) at the time of any -------- replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Swingline Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) hereunder and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the an appropriate Revolving Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Revolving Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of Credit. The Replaced Credit and (2) the Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor that acts as the Borrower Agent may reasonably request.not be replaced hereunder except in accordance with the terms of

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes a Defaulting Lender or an Impaired Lender, (y) if any Impacted Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii), 3.8 or Section 3.6(c)3.9, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any LenderLender in excess of those to the other Lenders or if any Lender elects not to enter into any amendment, modification, consent or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations waiver with respect to this the Credit Agreement which have been approved or any other Credit Document requested by the Required LendersBorrower, which amendment, modification, consent or waiver cannot become effective without the consent of such Lender, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is none of whom shall constitute an Impaired Impacted Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Assumption in the form of Exhibit 11.3(b) and substance satisfactory to such parties and the Administrative Agentin accordance with Section 11.3(b)(iv), pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no the Lender that acts as a Facing the Administrative Agent may not be replaced hereunder at any time during which such Facing Agent has Letters except in accordance with the terms of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of CreditSection 10.6. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Multicurrency Revolving Lender or Unmatured Event of Default then exists, if any Canadian Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i2.10(i), any Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is Borrowers are required to make any payments under Section 4.7(a) or (c) 4.7 to any Lender, Lender that Company determines are materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b12.1(c) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Borrowers shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) reasonably acceptable to Administrative Agent, provided further that that, (i) at the time of any replacement pursuant to this Section 3.73.8, the Replaced Lender and CHI:1587990.13 94 Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower Borrowers owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xa) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lenderrequests compensation under Section 3.9, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make pay any payments under additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 4.7(a) or 3.11, (c) any Lender notifies the Borrower and Administrative Agent that it is unable to fund Eurodollar Loans pursuant to Sections 3.7 or 3.8, (d) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender, or (z) Credit Document that has been approved by the Requisite Lenders as provided in Section 12.1(b11.6(b) but requires unanimous consent of all Lender or all the Lenders directly affected thereby (as applicable) or (e) if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 11.3) all its interests, rights and obligations under this Credit Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be CHAR1\1351553v8 66 unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts), (iii) in the case of certain refusals by a Lender claim for compensation under Section 3.9 or payments required to be made pursuant to Section 3.11, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law and (v) in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to certain a proposed amendmentschange, changeswaiver, supplements, waivers, discharges discharge or terminations termination with respect to this Agreement which have been approved by the Required Lendersany Credit Document, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable applicable assignee consents to the Administrative Agentproposed change, waiver, discharge or termination; provided that no the failure by such Eligible Assignee is Non-Consenting Lender to execute and deliver an Impaired Lender at Assignment and Assumption shall not impair the time validity of the removal of such replacement (collectively, Non-Consenting Lender and the “Replacement mandatory assignment of such Non-Consenting Lender”), provided further that (i) at the time of any replacement ’s Commitments and outstanding Loans pursuant to this Section 3.7, 3.17 shall nevertheless be effective without the Replaced execution by such Non-Consenting Lender of an Assignment and Replacement Assumption. A Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall not be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if make any such Note is lost assignment and delegation if, prior thereto, as a result of a waiver by such Lender or unavailableotherwise, such other assurances or indemnification therefor as the circumstances entitling the Borrower may reasonably requestto require such assignment and delegation cease to apply.

Replacement of Affected Lenders. (x) So long as no Event of Default If any UK Revolving Lender, Canadian Revolving Lender or Unmatured Event of Default then exists, if any Domestic Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i2.10(i), Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section 3.6(a)(ii) or (iii), ) or Section 3.6(c), or the Borrower is Borrowers are required to make any payments under Section 4.7(a) or (c) 4.7 to any Lender, Lender materially in excess (as reasonably determined by the Company) of those to the other Lenders or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Borrowers shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”"), provided further that that, (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations Obligations of the Borrower Borrowers owing to the Replaced Lender (including, without limitation, such increased costs and, including in the case of any replacement pursuant to clause (y) or (z) above, payment of the prepayment premium under Section 3.2(e), if applicable, and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xa) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lenderrequests compensation under Section 3.9, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make pay any payments under additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 4.7(a) or 3.11, (c) any Lender notifies the Borrower and Administrative Agent that it is unable to fund Eurodollar Loans pursuant to Sections 3.7 or 3.8, (d) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Lender, or (z) Credit Document that has been approved by the Requisite Lenders as provided in Section 12.1(b11.6(b) but requires unanimous consent of all Lender or all the Lenders directly affected thereby (as applicable) or (e) if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 11.3) all its interests, rights and obligations under this Credit Agreement and the related Credit Documents 66 to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts), (iii) in the case of certain refusals by a Lender claim for compensation under Section 3.9 or payments required to be made pursuant to Section 3.11, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law and (v) in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to certain a proposed amendmentschange, changeswaiver, supplements, waivers, discharges discharge or terminations termination with respect to this Agreement which have been approved by the Required Lendersany Credit Document, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable applicable assignee consents to the Administrative Agentproposed change, waiver, discharge or termination; provided that no the failure by such Eligible Assignee is Non-Consenting Lender to execute and deliver an Impaired Lender at Assignment and Assumption shall not impair the time validity of the removal of such replacement (collectively, Non-Consenting Lender and the “Replacement mandatory assignment of such Non-Consenting Lender”), provided further that (i) at the time of any replacement ’s Commitments and outstanding Loans pursuant to this Section 3.7, 3.17 shall nevertheless be effective without the Replaced execution by such Non-Consenting Lender of an Assignment and Replacement Assumption. A Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall not be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if make any such Note is lost assignment and delegation if, prior thereto, as a result of a waiver by such Lender or unavailableotherwise, such other assurances or indemnification therefor as the circumstances entitling the Borrower may reasonably requestto require such assignment and delegation cease to apply.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) 3.4 or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) 4.6 to any Lender, Lender materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b11.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall be a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") acceptable to Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.5, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in the form and substance satisfactory to such parties and the Administrative Agentof Exhibit 11.8 hereto, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, any such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event If any Lender (or any Participant holding interests in any Loan owing to such Lender or in any Commitment of Default such Lender or Unmatured Event in any other interest of Default then existssuch Lender under the Loan Documents) requests compensation under Section 3.1, 3.2 or 3.7, or (b) if any Revolving Borrower is required to pay any additional amount pursuant to Section 3.5, or (c) if any Lender becomes an Impaired Lender, a Defaulting Lender or (yd) if any Lender (1) shall at any time have (or have a parent that has) a long-term credit rating of lower than BBB from S&P, lower than Baa2 from Xxxxx’x or lower than the equivalent rating from any other nationally recognized statistical rating organization, or shall at any time not have a long-term credit rating from S&P, Xxxxx’x or any other nationally recognized statistical rating organization (in each case under this clause (d)(1) regardless of whether any such circumstances existed at the case of Section 2.9(itime such Lender became a Lender), Facing Agent(2) is owed increased costs under Section 2.9(ian Ineligible Institution, (3) enters into, or purports to enter into, an assignment or a participation with an Ineligible Institution in violation of this Agreement, (4) does not consent to the addition of a currency to the list of Agreed Currencies if the Required Lenders have so consented or (5) has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), then Harley may, at its sole expense and effort, upon notice to such Lender and the Global Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 3.6(a)(ii) or (iii13.3), or Section 3.6(c)all its interests, or the Borrower is required to make rights and obligations under this Agreement (other than any payments under Section 4.7(a) or (coutstanding Bid Rate Loans held by it) to any an assignee that shall assume such obligations (which assignee may be another Lender, or if a Lender accepts such assignment); provided that (z) as provided in Section 12.1(bi) in the case of certain refusals by an assignment to an assignee which is not a Lender to consent to certain proposed amendmentsLender, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Harley shall have received the right to replace such Lender (prior written consent of the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Global Administrative Agent, provided that no which consent shall not unreasonably be withheld, (ii) such Eligible Assignee is Lender shall have received payment of an Impaired Lender at amount equal to the time outstanding principal of its Loans (other than Bid Rate Loans) and participations in the relevant Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such replacement outstanding principal and accrued interest and fees) or Harley (collectivelyin the case of all other amounts) and (iii) in the case of any such assignment arising under clause (d)(1) above, the “Replacement Lender”), provided further assignee shall have a credit rating greater than or equal to BBB from S&P and/or greater than or equal to Baa2 from Xxxxx’x. Each party hereto agrees that (i1) at the time of any replacement an assignment required pursuant to this Section 3.7paragraph may be effected pursuant to an assignment and assumption executed by Harley, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties Global Administrative Agent and the Administrative Agentassignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System as to which the Replacement Lender shall acquire, at par, all of the Commitments Global Administrative Agent and outstanding Loans ofsuch parties are participants), and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing 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 cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory any such assignment, the other parties to such Facing Agent) have been made with respect assignment agree to execute and deliver such outstanding Letters of Credit. The Replaced Lender documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be required without recourse to deliver for cancellation its applicable Notes to be canceled on or warranty by the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestparties thereto.”

Replacement of Affected Lenders. (xa) So long as no Event If any Lender (or any Participant holding interests in any Loan owing to such Lender or in any Commitment of Default such Lender or Unmatured Event in any other interest of Default then existssuch Lender under the Loan Documents) requests compensation under Section 3.1, 3.2 or 3.7, or (b) if any Revolving Borrower is required to pay any additional amount pursuant to Section 3.5, or (c) if any Lender becomes an Impaired Lender, a Defaulting Lender or (yd) if any Lender (1) shall at any time have (or have a parent that has) a long-term credit rating of lower than BBB from S&P, lower than Baa2 from Xxxxx’x or lower than the equivalent rating from any other nationally recognized statistical rating organization, or shall at any time not have a long-term credit rating from S&P, Xxxxx’x or any other nationally recognized statistical rating organization (in each case under this clause (d)(1) regardless of whether any such circumstances existed at the case of Section 2.9(itime such Lender became a Lender), Facing Agent(2) is owed increased costs under Section 2.9(ian Ineligible Institution, (3) enters into, or purports to enter into, an assignment or a participation with an Ineligible Institution in violation of this Agreement, (4) does not consent to the addition of a currency to the list of Agreed Currencies if the Required Lenders have so consented or (5) has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), then Harley may, at its sole expense and effort, upon notice to such Lender and the Global Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 3.6(a)(ii) or (iii13.3), or Section 3.6(c)all its interests, or the Borrower is required to make rights and obligations under this Agreement (other than any payments under Section 4.7(a) or (coutstanding Bid Rate Loans held by it) to any an assignee that shall assume such obligations (which assignee may be another Lender, or if a Lender accepts such assignment); provided that (z) as provided in Section 12.1(bi) in the case of certain refusals by an assignment to an assignee which is not a Lender, Harley shall have received the prior written consent of the Global Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to consent the outstanding principal of its Loans (other than Bid Rate Loans) and participations in the relevant Loans, accrued interest thereon, accrued fees and all other amounts payable to certain proposed amendmentsit hereunder, changesfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) or Harley (in the case of all other amounts), supplements(iii) in the case of any such assignment resulting from a claim for compensation under Sections 3.1, waivers3.2 or 3.7 or payments required to be made pursuant to Section 3.5, discharges such assignment will result in a reduction in such compensation or terminations payments with respect to this Agreement which have been approved by the Required Lenders, assignee Lender and (iv) in the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time case of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more such assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in arising under clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (id)(1) above, and, if so requested by the Replacement Lender, delivery assignee shall have a credit rating greater than or equal to the Replacement Lender of the appropriate Note BBB from S&P and/or greater than or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues equal to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestBaa2 from Xxxxx’x.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Domestic Revolving Lender or Unmatured Event of Default then exists, if any Multicurrency Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i------- 2.10(i), Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section ------- --------------- ------- 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any ---------- ----- -------------- payments under Section 4.7(a) or (c4.7(c) to any Lender, Lender materially in excess of those to the -------------- other Lenders or (z) as provided in Section 12.1(b) in the case of certain --------------- refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative Agent--------------- Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") acceptable to the ------------------ Administrative Agent, provided further that (i) at the time of any replacement pursuant -------- to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into ----------- one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to to, such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Domestic Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So At any time any Lender is affected by any condition or circumstance set forth in Sections 3.9, 3.10, 3.11 or 3.13, and so long as no Event of Default or Unmatured Event of Potential Default then exists, if any Revolving (i) EDS may replace such affected Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect party to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the bank(s) or financial institution(s) approved by Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement which approval shall not be unreasonably withheld (collectivelyand, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender upon notice from EDS and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, such affected Lender shall assign, pursuant to which Section 11.12, without recourse or warranty, its Commitment, its Loans and Bid Rate Loans, its Note(s) and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the Replacement Lender shall acquire, at parsum of the principal amount of the Loans and Bid Rate Loans so assigned, all accrued and unpaid interest thereon, its ratable share of the Commitments all accrued and outstanding Loans of, unpaid facility fees and participation in Letters its ratable share of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrowerany remaining unpaid Obligation owed to such affected Lender) and and/or (ii) all obligations of the Borrower owing to the Replaced EDS may (and, if EDS replaces any affected Lender (including, without limitation, such increased costs and including those specifically described in part as provided in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested concurrently with such replacement EDS shall) cause such affected Lender to cease to be a party hereto by terminating the Commitment of such Lender (whereupon the Aggregate Committed Sum shall be reduced by the Replacement amount of such affected Lender's Committed Sum less any portion thereof assigned pursuant to clause (i) above) by paying, and causing any other relevant Borrower to pay, the principal amount of such affected Lender's Loans and Bid Rate Loans, all accrued and unpaid interest thereon, all accrued and unpaid commitment fees owed to such affected Lender and any remaining unpaid Obligation owed to such affected Lender, delivery in each case to the Replacement Lender of the appropriate Note or Notes executed by the Borrowerextent not assigned and purchased pursuant to clause (i) above, the Replacement and such affected Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall thereupon cease to constitute be a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lenderparty hereto. Notwithstanding anything to the contrary contained aboveset forth in this Section 3.16, no Lender that acts as a Facing Agent EDS may be replaced hereunder at not require any time during which such Facing Agent has Letters assignment or effect the termination of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and any Lender's Commitment pursuant to arrangements satisfactory to this Section 3.16 if such Facing Agent) have been made assignment or termination would conflict with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its any applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestLaw.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.8, Section 3.6(a)(ii) or (iii)3.9, or Section 3.6(c)3.6, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) hereunder and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Revolving Note or Revolving Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Revolving Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 10.7. The Replaced Lender shall be required to deliver for cancellation its applicable Revolving Notes to be canceled on the date of replacement, or if any such Revolving Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xa) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) Agent is owed increased costs or compensation for reductions suffered under Section 2.9(i), Section 3.6(a)(ii3.6(a) or (iiiSection 3.6(d), or submits a notification of illegality, impossibility or impracticality under Section 3.6(c)3.6, or the (c) any Borrower is required to make any payments under Section 4.7(a4.7 to any Lender or Governmental Authority, (d) in connection with any proposed amendment, change, supplement, waiver, discharge, termination or other modification of any of the provisions of this Agreement or any other Loan Document, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders or affected Lenders whose consent is required in accordance with Section 12.1 or pursuant to the terms of any other Loan Document is not obtained, (e) any Lender is a Declining Lender, (f) any Multicurrency Revolving Lender notifies the Administrative Agent that it cannot make loans, continue loans or convert loans, in or to any Agreed Alternative Currency pursuant to Sections 2.8(c) or (c) to any Lender2.8(d), or (zg) as provided any Lender ceases to make, fund or maintain SOFR Loans, Eurocurrency Loans or RFR Loans, or to convert Loans into SOFR Loans or Eurocurrency Loans, in Section 12.1(b) each case in the currency and (in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges SOFR Loans or terminations Eurocurrency Loans) with respect to this Agreement which have been approved the Interest Period requested by the Required Lendersapplicable Borrower, as a result of any condition described in Section 3.6 then in the Borrower case of clauses (a) through (g), Borrowers shall have the right to replace such Lender (the “Replaced Lender”) (or (x) at the option of any Borrower, in the case of clause (d) above, if the respective Lender’s consent is required with respect to less than all Loans or Commitments, to replace only the respective Loans or Commitments of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent or (y) in the case of clause (e) above, with respect to any Declining Lender, to replace only the portion of Loans or Commitments of such Declining Lender that it elected not to extend), with one or more other Eligible Assignees acceptable to the Administrative AgentAssignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (which assignee may be another Lender, if a Lender accepts such assignment) (collectively, the “Replacement Lender”), reasonably acceptable to the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and to require each such Replaced Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.8(c)), all of its interests, rights and obligations under this Agreement and the related Loan Documents with respect to the applicable Loans and Commitments to such Replacement Lender; provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the applicable Commitments and applicable outstanding Loans of, and participation participations in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and to be acquired, (ii) all obligations of the Borrower Borrowers owing to the ​ 162 ​ ​ Replaced Lender under the Loan Documents with respect to the applicable Commitments and applicable outstanding Loans (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement, and (iii) (x) in the case of clause (d) above, each such Replacement Lender consents to the proposed amendment, change, supplement, waiver, discharge, termination or other modification and (y) in the case of clause (e) above, each such Replacement Lender consents to the proposed maturity extension. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, entry into the Register and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory delivering Cash Collateral to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Each Lender shall agrees that if any Borrower exercises its option hereunder to cause an assignment of Loans or Commitments by such Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 12.8(c). In the event that a Lender does not comply with the requirements of the immediately preceding sentence within 2 Business Days after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to deliver for cancellation its applicable Notes give effect to be canceled an assignment in accordance with Section 12.8(c) on behalf of the date of replacement, or if Replaced Lender and any such Note is lost or unavailable, such other assurances or indemnification therefor as documentation so executed by the Borrower may reasonably requestAdministrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 12.8(c).

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any otherwise defaults in its Revolving Lender becomes an Impaired Lender, (y) Commitment or if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii), 3.8 or Section 3.6(c)3.9, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any LenderLender in excess of those to the other Lenders or if any Lender elects not to enter into any amendment, modification, consent or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations waiver with respect to this the Credit Agreement which have been approved or any other Credit Document requested by the Required LendersBorrower, which amendment, modification, consent or waiver cannot become effective without the consent of such Lender, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Assumption in the form of Exhibit 11.3(b) and substance satisfactory to such parties and the Administrative Agentin accordance with Section 11.3(b)(iv), pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.concurrently

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), Section 2.9(i), or the Borrower is required to make any payments under Section 4.7(a) or (c4.7(c) to any Lender, in each case materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b) and Section 12.17(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer reasonably satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So At any time any Lender is affected by any condition or circumstance set forth in Sections 3.10, 3.11, 3.12 or 3.14, and so long as no Event of Default or Unmatured Event of Potential Default then exists, if any Revolving (i) EDS may replace such affected Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect party to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the bank(s) or financial institution(s) approved by Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement which approval shall not be unreasonably withheld (collectivelyand, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender upon notice from EDS and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, such affected Lender shall assign, pursuant to which Section 11.12, without recourse or warranty, its Commitment, its Loans and Bid Rate Loans, its Note(s) and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the Replacement Lender shall acquire, at parsum of the principal amount of the Loans and Bid Rate Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid facility fees and its ratable share of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrowerremaining unpaid Obligation owed to such affected Lender) and and/or (ii) all obligations of the Borrower owing to the Replaced EDS may (and, if EDS replaces any affected Lender (including, without limitation, such increased costs and including those specifically described in part as provided in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested concurrently with such replacement EDS shall) cause such affected Lender to cease to be a party hereto by terminating the Commitment of such Lender (whereupon the Aggregate Committed Sum shall be reduced by the Replacement amount of such affected Lender's Committed Sum less any portion thereof assigned pursuant to clause (i) above) by paying, and causing any other relevant Borrower to pay, the principal amount of such affected Lender's Loans and Bid Rate Loans, all accrued and unpaid interest thereon, all accrued and unpaid commitment fees owed to such affected Lender and any remaining unpaid Obligation owed to such affected Lender, delivery in each case to the Replacement Lender of the appropriate Note or Notes executed by the Borrowerextent not assigned and purchased pursuant to clause (i) above, the Replacement and such affected Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall thereupon cease to constitute be a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lenderparty hereto. Notwithstanding anything to the contrary contained aboveset forth in this Section 3.17, no Lender that acts as a Facing Agent EDS may be replaced hereunder at not require any time during which such Facing Agent has Letters assignment or effect the termination of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and any Lender's Commitment pursuant to arrangements satisfactory to this Section 3.17 if such Facing Agent) have been made assignment or termination would conflict with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its any applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestLaw.

Replacement of Affected Lenders. If (xi) So long any Lender having a Revolving Commitment, a Delayed-Draw Term Loan Commitment or a New Delayed-Draw Term Loan Commitment becomes a Defaulting Lender or otherwise defaults in its Revolving Commitment, Delayed-Draw Term Loan Commitment or New Delayed-Draw Term Loan Commitment, as applicable, (ii) any Credit Party is required to make any payments to any Lender under Section 3.6, Section 3.9 or Section 3.11 in excess of the proportionate amount (based on the respective Commitments and/or Loans of the Lenders) of corresponding payments required to be made to the other Lenders or (iii) any Lender is unable or unwilling to make, maintain, and fund Eurodollar Loans as contemplated by Section 3.8, the Borrower shall have the right, if no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (ia) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form an Assignment and substance satisfactory to such parties and the Administrative Agent, Acceptance pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.,

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any otherwise defaults in its Revolving Lender becomes an Impaired Lender, (y) Commitment or if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii)3.8, or Section 3.6(c)3.9, or, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Acceptance in the form and substance satisfactory to such parties and the Administrative Agentof Exhibit 11.3(b), pursuant to which the Replacement Lender shall acquire, acquire at par, par all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Swingline Loans by, the Replaced Lender (with and the assignment fee paid by either Replaced Lender shall assign its Commitments, Loans and Participation Interests to the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 10.9. The Replaced Lender shall be required to deliver for cancellation its applicable Notes Notes, if any, to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), the Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Section 2.9(i), or Borrower is required to make any payments under Section 4.7(a) or (c) 4.7 to any Lender, Lender or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”"), reasonably acceptable to Administrative Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments Commitment and outstanding Loans of, and participation participations in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender as of the effective date of such assignment (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans and Commitment, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender, and the Replaced Lender shall deliver to Borrower all Notes that have not been endorsed and delivered to the Replacement Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a the Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such the Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer reasonably satisfactory to such the Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such the Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xi) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments to any Lender under Section 4.7(a3.6, Section 3.8, Section 3.9 or Section 3.11 in excess of the proportionate amount (based on the respective Commitments and/or Loans of the Lenders) of corresponding payments required to be made to the other Lenders or (c) to any Lender, or (z) as provided in Section 12.1(bii) in the case event of certain refusals a refusal by a Lender to consent to certain a proposed amendmentschange, changeswaiver, supplements, waivers, discharges discharge or terminations with respect to this Agreement termination which have requires the consent of all Lenders or all affected Lenders and for which approval of such Lenders holding more than a majority in interest has already been approved by the Required Lendersobtained, the Borrower shall have the right to replace such Lender (the “Replaced LenderREPLACED LENDER”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement LenderREPLACEMENT LENDER”), provided further that (ia) except in the case of clause (ii) above, no Event of Default then exists, (b) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form an Assignment and substance satisfactory to such parties and the Administrative Agent, Acceptance pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (iic) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yb) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentationappropriate Assignment and Acceptance, the payment of amounts referred to in clause clauses (iib) and (c) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.Notwithstanding

Replacement of Affected Lenders. (xa) So long as no Event of Default If any Multicurrency Revolving Lender or Unmatured Event of Default then exists, if any French Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (yb) if any Lender (or in the case of Section 2.9(i2.10(i), any Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section 3.6(a)(ii) or (iii), ) or Section 3.6(c), or the Borrower is Borrowers are required to make any payments under Section 4.7(a) or 4.7 to any Lender that Company determines are materially in excess of those to the other Lenders, (c) to any Lender, or (z) as provided in Section 12.1(b12.1(c) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, or (d) if any Multicurrency Revolving Lender or French Revolving Lender notifies the Borrower Administrative Agent that it cannot make loans, or continue loans, in any Agreed Alternative Currency pursuant to Sections 2.8(c) or 2.8(d), Borrowers shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), reasonably acceptable to Administrative Agent, and to require each such Replaced Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.8(c)), all of its interests, rights and obligations under this Agreement and the related Loan Documents to such Replacement Lender, provided further that that, (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower Borrowers owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement; and provided further that the lender replacement right set forth above in Section 3.7(d) shall not apply in any instance where five or more Multicurrency Revolving Lenders and/or French Revolving Lenders all make the same notification to the Administrative Agent with respect to a particular Agreed Alternative Currency. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, entry into the Register and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory delivering Cash Collateral to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(iSECTION 2.10(i), any Facing Agent) is owed increased costs under Section 2.9(iSECTION 2.10(i), Section SECTION 3.6(a)(ii) or (iii), or Section SECTION 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (cSECTION 4.7(c) to any Lender, Lender materially in excess of those to the other Lenders or (z) as provided in Section SECTION 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “Replaced Lender”"REPLACED LENDER") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)"REPLACEMENT LENDER") acceptable to the Administrative Agent, provided further PROVIDED that (i) at the time of any replacement pursuant to this Section SECTION 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to to, such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xa) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) Agent is owed increased costs or compensation for reductions suffered under Section 2.9(i), Section 3.6(a)(ii3.6(a) or (iiiSection 3.6(d), or submits a notification of illegality, impossibility or impracticality under Section 3.6(c)3.6, or the (c) any Borrower is required to make any payments under Section 4.7(a4.7 to any Lender or Governmental Authority, (d) in connection with any proposed amendment, change, supplement, waiver, discharge, termination or other modification of any of the provisions of this Agreement or any other Loan Document, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders or affected Lenders whose consent is required in accordance with Section 12.1 or pursuant to the terms of any other Loan Document is not obtained, (e) any Lender is a Declining Lender, (f) any Multicurrency Revolving Lender notifies the Administrative Agent that it cannot make loans, continue loans or convert loans, in or to any Agreed Alternative Currency pursuant to Sections 2.8(c) or (c) to any Lender2.8(d), or (zg) any Lender ceases to make, fund or maintain Eurocurrency Loans, or to convert Loans into Eurocurrency Loans, in each case in the currency and with the Interest Period requested by the applicable Borrower, as provided a result of any condition described in Section 12.1(b) 3.6, then in the case of certain refusals by a Lender to consent to certain proposed amendmentsclauses (a) through (g), changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Borrowers shall have the right to replace such Lender (the “Replaced Lender”) (or (x) at the option of any Borrower, in the case of clause (d) above, if the respective Lender’s consent is required with respect to less than all Loans or Commitments, to replace only the respective Loans or Commitments of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent or (y) in the case of clause (e) above, with respect to any Declining Lender, to replace only the portion of Loans or Commitments of such Declining Lender that it elected not to extend), with one or more other Eligible Assignees acceptable to the Administrative AgentAssignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (which assignee may be another Lender, if a Lender accepts such assignment) (collectively, the “Replacement Lender”), reasonably acceptable to the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and to require each such Replaced Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.8(c)), all of its interests, rights and obligations under this Agreement and the related Loan Documents with respect to the applicable Loans and Commitments to such Replacement Lender; provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the applicable Commitments and applicable outstanding Loans of, and participation participations in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and to be acquired, (ii) all obligations of the Borrower Borrowers owing to the Replaced Lender under the Loan Documents with respect to the applicable Commitments and applicable outstanding Loans (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement, and (iii) (x) in the case of clause (d) above, each such Replacement Lender consents to the proposed amendment, change, supplement, waiver, discharge, termination or other modification and (y) in the case of clause (e) above, each such Replacement Lender consents to the proposed maturity extension. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, entry into the Register and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory delivering Cash Collateral to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Each Lender shall agrees that if any Borrower exercises its option hereunder to cause an assignment of Loans or Commitments by such Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 12.8(c). In the event that a Lender does not comply with the requirements of the immediately preceding sentence within 2 Business Days after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to deliver for cancellation its applicable Notes give effect to be canceled an assignment in accordance with Section 12.8(c) on behalf of the date of replacement, or if Replaced Lender and any such Note is lost or unavailable, such other assurances or indemnification therefor as documentation so executed by the Borrower may reasonably requestAdministrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 12.8(c).

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.8, Section 3.6(a)(ii) or (iii)3.9, or Section 3.6(c)3.6, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, the Replaced Lender hereunder and of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, under the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) Three-Year Credit Agreement and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Revolving Note or Revolving Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Revolving Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no the Lender that acts as a Facing the Agent may not be replaced hereunder at any time during which such Facing Agent has Letters except in accordance with the terms of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of CreditSection 10.7. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.The

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii)3.8, or Section 3.6(c)3.9, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any LenderLender in excess of those to the other Lenders, or (z) as provided in Section 12.1(b) in the case of certain refusals by a if any Lender refuses to consent to certain proposed amendmentsan amendment, changesmodification or waiver of this Credit Agreement that, supplementspursuant to Section 11.6, waivers, discharges or terminations with respect requires consent of 100% of the Lenders and is consented to this Agreement which have been approved by the Required Lenders, then the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Swingline Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) hereunder and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the an appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent an Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 10.7. The Replaced Lender shall be required to deliver for cancellation its applicable Notes Notes, to the extent applicable, to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if If any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c)SECTION 2.16 OR 2.17, or the Borrower is required to make any payments under Section 4.7(a) SECTION 2.18 to any Lender materially in excess of those to the other Lenders or such Lender is required to make Loans as Base Rate Loans or (c) to any Lender, or (zy) as provided in Section 12.1(bSECTION 9.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Majority Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “Replaced Lender”"REPLACED LENDER") with one or more other Eligible Assignee or Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”)"REPLACEMENT LENDER") acceptable to Administrative Agent, provided further PROVIDED that (i) at the time of any replacement pursuant to this Section 3.7SECTION 2.21, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments Commitment and outstanding Loans of, and participation in Letters L/C Participations of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause CLAUSES (i) AND (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower (which shall be noted by the BorrowerAdministrative Agent in the Register), the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), Section 2.9(i), or the any Borrower is required to make any payments under Section 4.7(a) or (c4.7(c) to any Lender, in each case materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Borrowers shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower Borrowers owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowerBorrowers, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer reasonably satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xi) So long as no Event of Default any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any otherwise defaults in its Revolving Lender becomes an Impaired LenderCommitment, (yii) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower Credit Party is required to make any payments to any Lender under Section 4.7(a3.6, Section 3.8, Section 3.9 or Section 3.11 in excess of the proportionate amount (based on the respective Commitments and/or Loans of the Lenders) of corresponding payments required to be made to the other Lenders or (c) to any Lender, or (z) as provided in Section 12.1(biii) in the case event of certain refusals a refusal by a Lender to consent to certain a proposed amendmentschange, changeswaiver, supplements, waivers, discharges discharge or terminations with respect to this Agreement termination which have been approved by requires only the consent of the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”"REPLACED LENDER") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”"REPLACEMENT LENDER"), provided further that (ia) except in the case of clause (iii) above, no Event of Default then exists, (b) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form an Assignment and substance satisfactory to such parties and the Administrative Agent, Acceptance pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (iic) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yb) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentationappropriate Assignment and Acceptance, the payment of amounts referred to in clause clauses (iib) and (c) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.cash

Replacement of Affected Lenders. (x) So long as no Event of Default If any Domestic Revolving Lender or Unmatured Event of Default then exists, if any Multicurrency Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i2.10(i), Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c4.7(c) to any Lender, Lender materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") acceptable to the Administrative Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.a

Replacement of Affected Lenders. (xa) So long as no Event of Default If any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any an Impacted Lender or otherwise defaults in its Revolving Lender becomes an Impaired Lender, (y) Commitment or if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii), 3.8 or Section 3.6(c)3.9, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any LenderLender in excess of those to the other Lenders or if any Lender elects not to enter into any amendment, modification, consent or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations waiver with respect to this the Credit Agreement which have been approved or any other Credit Document requested by the Required LendersBorrower, which amendment, modification, consent or waiver cannot become effective without the consent of such Lender, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is none of whom shall constitute an Impaired Impacted Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Assumption in the form of Exhibit 11.3(b) and substance satisfactory to such parties and the Administrative Agentin accordance with Section 11.3(b)(iv), pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.such

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Revolving Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), ) or the Borrower is required to make any payments under Section 4.7(a) or (c) 4.6 to any Lender, Lender materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b11.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall be a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") acceptable to Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in the form and substance satisfactory to such parties and the Administrative Agentof Exhibit 11.9 hereto, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, any such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (xa) So long as no Event If any Lender (or any Participant holding interests in any Loan owing to such Lender or in any Commitment of Default such Lender or Unmatured Event in any other interest of Default then existssuch Lender under the Loan Documents) requests compensation under Section 3.1 or 3.2, or (b) if any Revolving Borrower is required to pay any additional amount pursuant to Section 3.5, or (c) if any Lender becomes an Impaired Lender, a Defaulting Lender or (yd) if any Lender (1) shall at any time have (or have a parent that has) a long-term credit rating of lower than BBB from S&P, lower than Baa2 from Xxxxx’x or lower than the equivalent rating from any other nationally recognized statistical rating organization, or shall at any time not have a long-term credit rating from S&P, Xxxxx’x or any other nationally recognized statistical rating organization (in each case under this clause (d)(1) regardless of whether any such circumstances existed at the case of Section 2.9(itime such Lender became a Lender), Facing Agent(2) is owed increased costs under Section 2.9(ian Ineligible Institution, (3) enters into, or purports to enter into, an assignment or a participation with an Ineligible Institution in violation of this Agreement or (4) has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), then Harley may, at its sole expense and effort, upon notice to such Lender and the Global Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 3.6(a)(ii) or (iii13.3), or Section 3.6(c)all its interests, or the Borrower is required to make rights and obligations under this Agreement (other than any payments under Section 4.7(a) or (coutstanding Bid Rate Loans held by it) to any an assignee that shall assume such obligations (which assignee may be another Lender, or if a Lender accepts such assignment); provided that (z) as provided in Section 12.1(bi) in the case of certain refusals by an assignment to an assignee which is not a Lender, Harley shall have received the prior written consent of the Global Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to consent the outstanding principal of its Loans (other than Bid Rate Loans) and participations in the relevant Loans, accrued interest thereon, accrued fees and all other amounts payable to certain proposed amendmentsit hereunder, changesfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) or Harley (in the case of all other amounts), supplements(iii) in the case of any such assignment resulting from a claim for compensation under Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.5, waivers, discharges such assignment will result in a 36 reduction in such compensation or terminations payments with respect to this Agreement which have been approved by the Required Lenders, assignee Lender and (iv) in the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time case of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more such assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in arising under clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (id)(1) above, andthe assignee shall have a credit rating greater than or equal to BBB from S&P, if so requested by the Replacement Lender, delivery and/or greater than or equal to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestBaa2 from Xxxxx’x.

Replacement of Affected Lenders. (xa) So long as no Event of Default If any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any an Impacted Lender or otherwise defaults in its Revolving Lender becomes an Impaired Lender, (y) Commitment or if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii), 3.8 or Section 3.6(c)3.9, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any LenderLender in excess of those to the other Lenders or if any Lender elects not to enter into any amendment, modification, consent or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations waiver with respect to this the Credit Agreement which have been approved or any other Credit Document requested by the Required LendersBorrower, which amendment, modification, consent or waiver cannot become effective without the consent of such Lender, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is none of whom shall constitute an Impaired Impacted Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Assumption in the form of Exhibit 11.3(b) and substance satisfactory to such parties and the Administrative Agentin accordance with Section 11.3(b)(iv), pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) any Lender that acts as a Facing Agent an Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Administrative Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentLender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 10.6. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii)3.8, or Section 3.6(c)3.9, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any LenderLender in excess of those to the other Lenders, or (z) as provided in Section 12.1(b) in the case of certain refusals by a if any Lender refuses to consent to certain proposed amendmentsan amendment, changes, supplements, waivers, discharges modification or terminations with respect to waiver of this Agreement which have been approved that, pursuant to Section 11.6, requires consent of 100% of the Lenders and is consented to by the Required Lenders, then the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Swingline Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) hereunder and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the an appropriate Revolving Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Revolving Loans, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent an Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 10.7. The Replaced Lender shall be required to deliver for cancellation its applicable Notes Revolving Notes, to the extent applicable, to be canceled on the date of replacement, or if any such Revolving Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default If, any Lender requests compensation under Section 3.1, 3.2 or Unmatured Event of Default then exists3.7, or if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make pay any payments additional amount pursuant to Section 3.5, or if any Lender defaults in its obligation to fund Loans hereunder, then the U.S. Borrower may, at its sole expense and effort, upon notice to such Lender and the Global Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.3), all its interests, rights and obligations under Section 4.7(a) or this Agreement (cother than any outstanding Bid Rate Loans held by it) to any an assignee that shall assume such obligations (which assignee may be another Lender, or if a Lender accepts such assignment); provided that (z) as provided in Section 12.1(bi) in the case of certain refusals by an assignment to an assignee which is not a Lender, the U.S. Borrower shall have received the prior written consent of the Global Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to consent the outstanding principal of its Loans (other than Bid Rate Loans) and participations in the relevant Loans, accrued interest thereon, accrued fees and all other amounts payable to certain proposed amendmentsit hereunder, changesfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) or the U.S. Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Sections 3.1, supplements3.2 or 3.7 or payments required to be made pursuant to Section 3.5, waivers, discharges such assignment will result in a reduction in such compensation or terminations payments with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced assignee Lender”) with one or more other Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement . A Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall not be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if make any such Note is lost assignment and delegation if, prior thereto, as a result of a waiver by such Lender or unavailableotherwise, the circumstances entitling the U.S. Borrower to require such other assurances or indemnification therefor as the Borrower may reasonably requestassignment and delegation cease to apply.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any otherwise defaults in its Revolving Lender becomes an Impaired Lender, (y) Commitment or if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii)3.8, or Section 3.6(c)3.9, or, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Acceptance in the form and substance satisfactory to such parties and the Administrative Agentof Exhibit 11.3(b), pursuant to which the Replacement Lender shall acquire, acquire at par, par all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Swingline Loans by, the Replaced Lender (with and the assignment fee paid by either Replaced Lender shall assign its Commitments, Loans and Participation Interests to the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Agent may not be replaced hereunder except in accordance with the terms of Section 10.9. The Replaced Lender shall be required to deliver for cancellation its applicable Notes Notes, if any, to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. If (xa) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) Agent is owed increased costs or compensation for reductions suffered under Section 2.9(i), Section 3.6(a)(ii3.6(a) or (iiiSection 3.6(d), or submits a notification of illegality, impossibility or impracticality under Section 3.6(c)3.6, or the (c) any Borrower is required to make any payments under Section 4.7(a4.7 to any Lender or Governmental Authority, (d) in connection with any proposed amendment, change, supplement, waiver, discharge, termination or other modification of any of the provisions of this Agreement or any other Loan Document, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders or affected Lenders whose consent is required in accordance with Section 12.1 or pursuant to the terms of any other Loan Document is not obtained, (e) any Lender is a Declining Lender, (f) any Multicurrency Revolving Lender notifies the Administrative Agent that it cannot make loans, continue loans or convert loans, in or to any Agreed Alternative Currency pursuant to Sections 2.8(c) or (c) to any Lender2.8(d), or (zg) any Lender ceases to make, fund or maintain Eurocurrency Loans, or to convert Loans into Eurocurrency Loans, in each case in the currency and with the Interest Period requested by the applicable Borrower, as provided a result of any condition described in Section 12.1(b) 3.6, then in the case of certain refusals by a Lender to consent to certain proposed amendmentsclauses (a) through (g), changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Borrowers shall have the right to replace such Lender (the “Replaced Lender”) (or (x) at the option of any Borrower, in the case of clause (d) above, if the respective Lender’s consent is required with respect to less than all Loans or Commitments, to replace only the respective Loans or Commitments of the respective non- 168 consenting Lender which gave rise to the need to obtain such Lender’s individual consent or (y) in the case of clause (e) above, with respect to any Declining Lender, to replace only the portion of Loans or Commitments of such Declining Lender that it elected not to extend), with one or more other Eligible Assignees acceptable to the Administrative AgentAssignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (which assignee may be another Lender, if a Lender accepts such assignment) (collectively, the “Replacement Lender”), reasonably acceptable to the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and to require each such Replaced Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.8(c)), all of its interests, rights and obligations under this Agreement and the related Loan Documents with respect to the applicable Loans and Commitments to such Replacement Lender; provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the applicable Commitments and applicable outstanding Loans of, and participation participations in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and to be acquired, (ii) all obligations of the Borrower Borrowers owing to the Replaced Lender under the Loan Documents with respect to the applicable Commitments and applicable outstanding Loans (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement, and (iii) (x) in the case of clause (d) above, each such Replacement Lender consents to the proposed amendment, change, supplement, waiver, discharge, termination or other modification and (y) in the case of clause (e) above, each such Replacement Lender consents to the proposed maturity extension. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, entry into the Register and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory delivering Cash Collateral to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Each Lender shall agrees that if any Borrower exercises its option hereunder to cause an assignment of Loans or Commitments by such Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 12.8(c). In the event that a Lender does not comply with the requirements of the immediately preceding sentence within 2 Business Days after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to deliver for cancellation its applicable Notes give effect to be canceled an assignment in accordance with Section 12.8(c) on behalf of the date of replacement, or if Replaced Lender and any such Note is lost or unavailable, such other assurances or indemnification therefor as documentation so executed by the Borrower may reasonably requestAdministrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 12.8(c).

Replacement of Affected Lenders. If (xi) So long as no Event of Default any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any otherwise defaults in its Revolving Lender becomes an Impaired LenderCommitment, (yii) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower Credit Party is required to make any payments to any Lender under Section 4.7(a3.6, Section 3.8, Section 3.9 or Section 3.11 in excess of the proportionate amount (based on the respective Commitments and/or Loans of the Lenders) of corresponding payments required to be made to the other Lenders or (c) to any Lender, or (z) as provided in Section 12.1(biii) in the case event of certain refusals a refusal by a Lender to consent to certain a proposed amendmentschange, changeswaiver, supplements, waivers, discharges discharge or terminations with respect to this Agreement termination which have requires the consent of all Lenders or all affected Lenders and for which approval of such Lenders holding more than a majority in interest has already been approved by the Required Lendersobtained, the Borrower shall have the right to replace such Lender (the “Replaced LenderREPLACED LENDER”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement LenderREPLACEMENT LENDER”), provided further that (ia) except in the case of clause (iii) above, no Event of Default then exists, (b) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form an Assignment and substance satisfactory to such parties and the Administrative Agent, Acceptance pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (iic) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yb) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentationappropriate Assignment and Acceptance, the payment of amounts referred to in clause clauses (iib) and (c) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent the Issuing Lender (including (1) the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent Issuing Lender or (2) the depositing of cash collateral into a cash collateral account maintained with the Administrative Agent in amounts and pursuant to arrangements satisfactory to such Facing AgentIssuing Lender) have been made with respect to such outstanding Letters of CreditCredit and (2) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 10.7. The Replaced Lender shall be required to deliver for cancellation its applicable Notes Notes, if any, to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any otherwise defaults in its Revolving Lender becomes an Impaired Lender, (y) Commitment or if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.6, Section 3.6(a)(ii) or (iii)3.8, or Section 3.6(c)3.9, or, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any LenderLender in excess of those to the other Lenders or if any Lender elects not to enter into any amendment, modification, consent or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations waiver with respect to this the Credit Agreement which have been approved or any other Credit Document requested by the Required LendersBorrower, which amendment, modification, consent or waiver cannot become effective without the consent of such Lender, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”"), provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Acceptance in the form and substance satisfactory to such parties and the Administrative Agentof Exhibit 11.3(b), pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except hereunder with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.to

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), Section 2.9(i), or the Borrower is required to make any payments under Section 4.7(a) or (c) 4.7 to any Lender, in each case materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") acceptable to Administrative Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.ARTICLE IV

Replacement of Affected Lenders. (x) So long as no Event of Default If any Lender having a Revolving Commitment becomes a Defaulting Lender or Unmatured Event of Default then exists, if any otherwise defaults in its Revolving Lender becomes an Impaired Lender, (y) Commitment or if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i)3.8, Section 3.6(a)(ii) or (iii)3.9, or Section 3.6(c)3.6, or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.those

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), Section 2.9(i), or the Borrower is required to make any payments under Section 4.7(a) or (c4.7(c) to any Lender, Lender materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right right, if no Event of Default or Unmatured Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") acceptable to Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So At any time any Lender is affected by any condition or circumstance set forth in Sections 3.10, 3.11, 3.12 or 3.14, and so long as no Event of Default or Unmatured Event of Potential Default then exists, if any Revolving (i) EDS may replace such affected Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect party to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to bank(s), financial institution(s) or other Person(s) approved by the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement which approval shall not be unreasonably withheld (collectivelyand, the “Replacement Lender”), provided further that (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties upon notice from EDS and the Administrative Agent, such affected Lender shall assign, pursuant to which Section 11.12, without recourse or warranty, its Commitment, its Loans, its Note(s) and all of its other rights and obligations hereunder to such replacement bank(s), other financial institution(s) or other Person(s) for a purchase price equal to the Replacement Lender shall acquire, at parsum of the principal amount of the Loans and participations in LC Disbursements not reimbursed or repaid so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid fees, any amounts required to be reimbursed to such Lender pursuant to Section 3.5 (except to the extent paid directly by the applicable Borrower to the affected Lender) and its ratable share of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrowerremaining unpaid Obligations owed to such affected Lender) and and/or (ii) all obligations of the Borrower owing to the Replaced EDS may (and, if EDS replaces any affected Lender (including, without limitation, such increased costs and including those specifically described in part as provided in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested concurrently with such replacement EDS shall) cause such affected Lender to cease to be a party hereto by terminating the Commitment of such Lender (whereupon the Aggregate Committed Sum shall be reduced by the Replacement amount of such affected Lender’s Committed Sum less any portion thereof assigned pursuant to clause (i) above) by paying, and causing any other relevant Borrower to pay, the principal amount of such affected Lender’s Loans and participations in LC Disbursements not reimbursed or repaid, all accrued and unpaid interest thereon, all accrued and unpaid commitment fees owed to such affected Lender, delivery any amounts required to be reimbursed to such Lender pursuant to Section 3.5 and any remaining unpaid Obligations owed to such affected Lender, in each case to the Replacement Lender of the appropriate Note or Notes executed by the Borrowerextent not assigned and purchased pursuant to clause (i) above, the Replacement and such affected Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall thereupon cease to constitute be a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lenderparty hereto. Notwithstanding anything to the contrary contained aboveset forth in this Section 3.17, no Lender that acts as a Facing Agent EDS may be replaced hereunder at not require any time during which assignment or effect the termination of any Lender’s Commitment pursuant to this Section 3.17 if (x) such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent assignment or termination would conflict with any applicable Law or (2y) after giving effect thereto, the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on Credit Exposure would exceed the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestAggregate Committed Sum.

Replacement of Affected Lenders. (xa) So long as no Event If any Lender (or any Participant holding interests in any Loan owing to such Lender or in any Commitment of Default such Lender or Unmatured Event in any other interest of Default then existssuch Lender under the Loan Documents) requests compensation under Section 3.1 or 3.2, or (b) if any Revolving Lender becomes an Impaired LenderBorrower is required to pay any additional amount pursuant to Section 3.5, or (yc) if any Lender becomes a Defaulting Lender or (d) if any Lender shall at any time have (or have a parent that has) a long-term credit rating of lower than BBB from S&P, lower than Baa2 from Xxxxx’x or lower than the equivalent rating from any other nationally recognized statistical rating organization, or shall at any time not have a long-term credit rating from S&P, Xxxxx’x or any other nationally recognized statistical rating organization (in each case under this clause (d) regardless of whether any such circumstances existed at the case of Section 2.9(itime such Lender became a Lender), Facing then Harley may, at its sole expense and effort, upon notice to such Lender and the Global Administrative Agent) is owed increased costs under , require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 2.9(i13.3), Section 3.6(a)(ii) or all its interests, rights and obligations under this Agreement (iii), or Section 3.6(c), or the Borrower is required to make other than any payments under Section 4.7(a) or (coutstanding Bid Rate Loans held by it) to any an assignee that shall assume such obligations (which assignee may be another Lender, or if a Lender accepts such assignment); provided that (z) as provided in Section 12.1(bi) in the case of certain refusals by an assignment to an assignee which is not a Lender, Harley shall have received the prior written consent of the Global Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to consent the outstanding principal of its Loans (other than Bid Rate Loans) and participations in the relevant Loans, accrued interest thereon, accrued fees and all other amounts payable to certain proposed amendmentsit hereunder, changesfrom the assignee (to the extent of such outstanding principal and accrued interest and fees) or Harley (in the case of all other amounts), supplements(iii) in the case of any such assignment resulting from a claim for compensation under Sections 3.1 or 3.2 or payments required to be made pursuant to Section 3.5, waivers, discharges such assignment will result in a reduction in such compensation or terminations payments with respect to this Agreement which have been approved by the Required Lenders, assignee Lender and (iv) in the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (i) at the time case of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more such assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in arising under clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (id) above, andthe assignee shall have a credit rating greater than or equal to BBB from S&P, if so requested by the Replacement Lender, delivery and/or greater than or equal to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestBaa2 from Xxxxx’x.

Replacement of Affected Lenders. If (xi) So long any Lender having a Revolving Commitment becomes a Defaulting Lender or otherwise defaults in its Revolving Commitment, (ii) any Credit Party is required to make any payments to any Lender under Section 3.6, Section 3.9 or Section 3.11 in excess of the proportionate amount (based on the respective Commitments and/or Loans of the Lenders) of corresponding payments required to be made to the other Lenders or (iii) any Lender is unable or unwilling to make, maintain, and fund Eurodollar Loans as contemplated by Section 3.8, the Borrower shall have the right, if no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”), provided further that (ia) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form an Assignment and substance satisfactory to such parties and the Administrative Agent, Acceptance pursuant to which the Replacement Lender shall acquireacquire all or a portion, at paras the case may be, all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (iib) all obligations of the Borrower owing to the Replaced Lender relating to the Loans so replaced (including, without limitation, such increased costs and including excluding those specifically described in clause (ya) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentationappropriate Assignment and Acceptance, the payment of amounts referred to in clause clauses (iia) and (b) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no (1) the Lender that acts as a Facing Agent the Issuing Lender may not be replaced hereunder at any time during which such Facing Agent that it has Letters of Credit outstanding hereunder, hereunder unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.arrangements

Replacement of Affected Lenders. (x) So long as no Event of Default If any Multicurrency Revolving Lender or Unmatured Event of Default then exists, if any Canadian Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the case of Section 2.9(i2.10(i), any Facing Agent) is owed increased costs under Section 2.9(i2.10(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is Borrowers are required to make any payments under Section 4.7(a) or (c) 4.7 to any Lender, Lender the Company determines are materially in excess of those to the other Lenders or (z) as provided in Section 12.1(b12.1(c) in the case of certain refusals by a Lender to consent to certain proposed amendmentsamendment, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower Borrowers shall have the right to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to Administrative Agent, provided further that that, (i) at the time of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower Borrowers owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account the Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if If any Lender (having a Commitment becomes a Defaulting Lender or otherwise defaults in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), its Commitment or the Borrower is required to make any payments under Section 4.7(a) or (c) 3.11 to any Lender, or (z) as provided Lender in Section 12.1(b) in excess of those to the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”)) reasonably acceptable to the Agent, provided further that (i) at the time of any replacement pursuant to this Section 3.73.17, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, an Assignment and Acceptance in the form and substance satisfactory to such parties and the Administrative Agentof Exhibit 11.3(b), pursuant to which the Replacement Lender shall acquire, acquire at par, par all of the Commitments and Commitments, outstanding Loans of, and participation in Letters Participation Interests of Credit and Swing Line Loans by, the Replaced Lender (with and the assignment fee paid by either Replaced Lender shall assign its Commitments, Loans and Participation Interests to the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Credit Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no the Lender that acts as a Facing the Agent may not be replaced hereunder at any time during which such Facing Agent has Letters except in accordance with the terms of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of CreditSection 10.9. The Replaced Lender shall be required to deliver for cancellation its applicable Notes Notes, if any, to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.. SECTION 4 [Intentionally Omitted]

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if At any Revolving time any Lender becomes is an Impaired Affected Lender, (y) if any the Borrowers may replace such Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect party to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees bank(s) or financial institution(s) acceptable to the Administrative AgentAgent (which acceptance shall not be unreasonably withheld), provided that no such Eligible Assignee is bank(s) or financial institution(s) to have Commitments which total the Affected Lender's Commitment and are otherwise in such amounts as shall satisfy Section 11.10 hereof (and upon notice from the Borrowers such Affected Lender shall assign pursuant to an Impaired Lender at the time Assignment Agreement, and without recourse or warranty, its Commitments, its Loans, its Revolving Credit Note, and all of its other rights and obligations hereunder to such replacement (collectively, bank(s) or other financial institution(s) for a purchase price equal to the “Replacement Lender”), provided further that (i) at sum of the time principal amount of any replacement pursuant to this Section 3.7, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at parLoans so assigned, all accrued and unpaid interest thereon and such Affected Lender's ratable share of the Commitments all accrued and outstanding Loans of, unpaid commitment and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including those specifically described in clause (y) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at par) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clause (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent may be replaced hereunder at any time during which such Facing Agent has Letters of Credit outstanding hereunder, unless arrangements satisfactory to such Facing Agent (including (1) the furnishing of a standby letter of credit fees and all other Obligations owed to the Affected Lender, but in form any event without any payment of any amounts otherwise payable under Section 2.9 hereof as a result of such Lender receiving payment of any LIBOR Portion prior to the end of an Interest Period therefor). Any such assumption and substance, and issued by an issuer, satisfactory to such Facing Agent or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements satisfactory to such Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender purchase shall be required made in accordance with the provisions of Section 11.10 hereof relating to deliver for cancellation its applicable Notes to be canceled on the date assignments of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestLoans and Commitments.

Replacement of Affected Lenders. (xa) So long as no Event of Default or Unmatured Event of Default then exists, if If any Revolving Lender becomes an Impaired Lendera Defaulting Lender or otherwise defaults in its Obligations to make Loans or fund Unreimbursed Amounts, (yb) if any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(i), Section 3.6(a)(ii) 3.04 or (iii), or Section 3.6(c), or the Borrower is required to make any payments under Section 4.7(a) 3.01 to any Lender that Borrower determines are materially in excess of those to the other Lenders or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals refusal by a Lender to consent to certain a proposed amendmentsamendment, changeschange, supplementssupplement, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have been approved by under Section 10.01 requires the approval of all Lenders, but has received the approval of only the Required Lenders, the Borrower shall have the right to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Assignees acceptable to the Administrative AgentAssignee or Eligible Assignees, provided that no such Eligible Assignee is an Impaired none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”)") reasonably acceptable to Agent, provided further that that, (i) at the time of any replacement pursuant to this Section 3.73.07, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreementsan Assignment and Assumption Agreement, in form and substance reasonably satisfactory to such parties and the Administrative Agent, pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (with the assignment fee paid by either the Replacement Lender or the Borrower) and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those amounts and obligations specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentationapplicable Assignment and Assumption Agreement, the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have outstanding Loans hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Facing Agent L/C issuer may be replaced hereunder at any time during which such Facing Agent it has Letters of Credit outstanding hereunder, hereunder unless arrangements reasonably satisfactory to such Facing Agent L/C issuer (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such Facing Agent L/C issuer or (2) the depositing of cash collateral into a collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Facing AgentL/C issuer) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably request.

Replacement of Affected Lenders. (x) So long as no Event of Default or Unmatured Event of Default then exists, if any Revolving Lender becomes an Impaired Lender, (y) if If any Lender (or in the case of Section 2.9(i), Facing Agent) is owed increased costs under Section 2.9(iSECTION 2.13(A)(II) OR (III), Section 3.6(a)(iiSECTION 2.13(C), SECTION 2.12(H) or (iii), or Section 3.6(c), or SECTION 3.11 materially in excess of those of the Borrower is required to make any payments under Section 4.7(a) or (c) to any Lender, or (z) as provided in Section 12.1(b) in the case of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required other Lenders, the Borrower shall have the right right, if no Unmatured Event of Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”"REPLACED LENDER") with one or more other Eligible Assignee or Assignees acceptable to the Administrative Agent, provided that no such Eligible Assignee is an Impaired Lender at the time of such replacement (collectively, the “Replacement Lender”)"REPLACEMENT LENDER") reasonably acceptable to the Agent, provided further PROVIDED that (i) at the time of any replacement pursuant to this Section 3.7SECTION 2.14, the Replaced Lender and Replacement Lender shall enter into one or more assignment agreements, in form and substance satisfactory to such parties and the Administrative Agent, Assignment Agreements pursuant to which the Replacement Lender shall acquire, at par, acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the Replaced Lender (and all rights and obligations under any participation agreements to which the Replaced Lender is a party with respect to the assignment fee paid by either the Replacement Lender or the Borrower) L/C Agreement, and (ii) all obligations of the Borrower owing to the Replaced Lender (including, without limitation, such increased costs and including excluding those specifically described in clause (yi) above but excluding principal and interest in respect of which the assignment purchase price has been, or is concurrently being paid at parpaid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, documentation and the payment of amounts referred to in clause clauses (i) and (ii) above and the par purchase price referred to in (i) above, and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and, unless and the Replaced Lender continues to have outstanding Loans hereunder, shall be released from its obligations under the Replaced Lender Loan Documents and shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a neither the Facing Agent nor the Swing Line Lender may be replaced hereunder at any time during which such Facing Agent while it has Letters of Credit or Swing Line Loans, respectively, outstanding hereunder, hereunder unless arrangements satisfactory to such the Facing Agent or Swing Line Lender (including (1) the furnishing of a standby letter of credit in form and substance, and issued by an issuer, issuer satisfactory to such the Facing Agent or (2) the depositing furnishing of cash collateral into of a collateral account kind, in amounts and pursuant to arrangements satisfactory to such the Facing Agent) have been made with respect to such outstanding Letters of Credit. The Replaced Lender shall be required to deliver for cancellation its applicable Notes to be canceled on the date of replacement, Credit or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Borrower may reasonably requestSwing Line Loans.