Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) or (b), (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) Sections 3.1 or (b)3.2, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances any Governmental Authority for the account of any Lender pursuant to Section 2.03(c)(ii) 3.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 2.11, (iii) any Lender becomes a Defaulting Lender3.6, or (iv) if any Lender is a Defaulting Lender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (any such Lender, a “Subject Lender”ii), the consent of the Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained, in each case, then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAdministrative Agent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.0612.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (iw) any Lender requests compensation under Section 2.13(a) 3.1, or (b)if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity or compensation, (iix) any Lender suspends its is a Defaulting Lender or a Non-Consenting Lender, (y) any Lender's obligation to continue, make or Convert to convert or continue outstanding Loans or Advances into, as Eurodollar Rate Loans or Eurodollar Advances has been suspended pursuant to Section 2.03(c)(ii) 3.3, and, in each such case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 2.11, (iii) 3.7 which would eliminate any Lender becomes a Defaulting Lender, further suspension or (ivz) in addition to the rights of the Borrower under Section 2.21, any Lender is a Non-Consenting Extending Lender (any such Lender, a “Subject Lender”)and the Required Lenders have approved the related Extension Request, then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAgent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.0612.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) Sections 3.1 or (b)3.2, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances any Governmental Authority for the account of any Lender pursuant to Section 2.03(c)(ii) 3.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 2.11, (iii) any Lender becomes a Defaulting Lender3.6, or (iv) if any Lender is a Defaulting Lender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (any such Lender, a “Subject Lender”ii), the consent of the Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained, in each case, then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAdministrative Agent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.0612.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Replacement Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (ia) any Lender (or its holding company, if any) requests compensation under Section 2.13(a2.12(a) or (b)) or Section 2.13, (iib) any Lender suspends its obligation to continueContinue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii2.2(c)(iii) or Section 2.112.04(d), or (iiic) any Lender becomes a Defaulting Lender, or (ivd) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (Ai) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the BorrowerBorrower Representative, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (Bii) in the case of any Subject Lender, including a Defaulting Lender, the Borrower Representative may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s Borrowers’ sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) Sections 3.1 or (b)3.2, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances any Governmental Authority for the account of any Lender pursuant to Section 2.03(c)(ii) 3.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 2.11, (iii) any Lender becomes a Defaulting Lender3.6, or (iv) if any Lender is a Non-Defaulting Lender or a Non- Consenting Lender or in connection with any proposed amendment, modification, waiver or consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (any such Lender, a “Subject Lender”ii), the consent of the Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained, in each case, then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAdministrative Agent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.0612.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) 2.13 or (b)requires that the Borrower pay any additional amount pursuant to Section 2.14, (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender becomes is a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “"Subject Lender”"), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s 's sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (ia) Borrower becomes obligated to pay any additional amounts to any Lender pursuant to Sections 2.18 or 2.19, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, (b) any Lender requests compensation under Section 2.13(a) or (b)is a Defaulting Lender, (iic) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances delivers a notice pursuant to Section 2.03(c)(ii) 2.19 with respect to circumstances that do not affect other Lenders hereunder or Section 2.11, (iiid) any Lender becomes a Defaulting Lender, or (iv) any Lender is a “Non-Consenting Lender Lender” (any such Lender, a “Subject Lender”as defined below), then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat their sole expense and effort, upon notice to the Subject such Lender and Administrative Agent, (i) terminate the BorrowerCommitments of such Lender and repay all obligations of Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date, or (ii) require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.069.13), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (iw) any Lender requests compensation under Section 2.13(a) 3.1, or (b)if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity or compensation, (iix) any Lender suspends its is a Defaulting Lender or a Non-Consenting Lender, (y) any Lender’s obligation to continue, make or Convert to convert or continue outstanding Loans or Advances into, Eurodollar Rate as EurodollarSOFR Loans or EurodollarSOFR Advances has been suspended pursuant to Section 2.03(c)(ii) 3.33.2, and, in each such case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 2.11, (iii) 3.7 which would eliminate any Lender becomes a Defaulting Lender, further suspension or (ivz) in addition to the rights of the Borrower under Section 2.21, any Lender is a Non-Consenting Extending Lender (any such Lender, a “Subject Lender”)and the Required Lenders have approved the related Extension Request, then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAgent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.0612.3 (which for the avoidance of doubt shall not include the consent of the affected Lender)), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (i) In the event that any Lender requests compensation under Section 2.13(a) or (b), (ii) Lenders refuse to approve any Lender suspends its obligation to continue, waiver or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”)amendment the Agent deems advisable, then (A) in the case Agent may or, so long as no Event of a Defaulting LenderDefault has occurred and is continuing, the Administrative Agent mayBorrowers may (but neither shall be obligated to), upon notice to the Subject such Lender (and the BorrowerAgent, if applicable), require such Subject Lender to assign and delegate, delegate without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 9.0613.11), all of its interests, rights rights, duties and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrowers, provided that:the Borrowers shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld or delayed, (ii) if it is an assignment at the request of the Agent and no Event of Default has occurred and is continuing, the Borrowers shall have consented to such assignment which consents shall not be unreasonably withheld or delayed and (iii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents, from the assignee (to the extent of such outstanding principal, accrued interest and accrued fees) or Borrowers (in the case of all other amounts).

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) Sections 3.1 or (b)3.2, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances any Governmental Authority for the account of any Lender pursuant to Section 2.03(c)(ii) 3.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 2.11, (iii) any Lender becomes a Defaulting Lender3.6, or (iv) if any Lender is a Defaulting Lender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (any such Lender, a “Subject Lender”ii), the consent of the Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained, in each case, then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAdministrative Agent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.0612.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an 40 12604453v 1 24740.000 246 Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a AssigneeReplacement Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (ia) Borrower becomes obligated to pay any additional amounts to any Lender pursuant to Section 2.19 hereof, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 hereof, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.19(e), (b) any Lender requests compensation under Section 2.13(a) or (b)is a Defaulting Lender, (iic) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances delivers a notice pursuant to Section 2.03(c)(ii) 2.17 with respect to circumstances that do not affect other Lenders hereunder or Section 2.11, (iiid) any Lender becomes a Defaulting Lender, or (iv) any Lender is a “Non-Consenting Lender Lender” (any such Lender, a “Subject Lender”as defined below), then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and Administrative Agent, (i) except following the Borroweroccurrence and during the continuance of an Event of Default, terminate the Commitments of such Lender and repay all obligations of Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date, or (ii) require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.069.13 hereof), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a2.18(a) or (bSection 2.18(b), (iia) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii2.5(c)(ii) or Section 2.112.16, (iii) any Lender becomes a Defaulting Lender, or (ivb) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (Ai) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.069.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (Bii) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.069.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) 2.10 or (b)requires that Borrower pay any additional amount pursuant to Section 2.11, (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances continue Loans pursuant to Section 2.03(c)(ii) or Section 2.112.10, (iii) any Lender becomes is a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost effort and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (i) any Lender requests requests, or provides notice to the Borrower that it intends to request, compensation under Section 2.13(a) or (b)2.12, (ii) the Borrower is required to pay any additional amount to any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances any governmental authority for the account of any Lender pursuant to Section 2.03(c)(ii) or Section 2.112.15, (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender is becomes a Non-Consenting Lender or (v) any such Lender becomes a Declining Lender, a “Subject Lender”)then the Borrower may, then (A) in the case of a Defaulting Lender, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAgent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 9.068.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Agent (and, provided that:if a Commitment is being assigned, each Issuing Bank), which consent, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Advances and funded participations in Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) or (b), (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, or (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (iw) any Lender requests compensation under Section 2.13(a) 3.1, or (b)if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity or compensation, (iix) any Lender suspends its is a Defaulting Lender or a Non-Consenting Lender, (y) any Lender’s obligation to continue, make or Convert to convert or continue outstanding Loans or Advances into, Eurodollar Rate as EurodollarSOFR Loans or EurodollarSOFR Advances has been suspended pursuant to Section 2.03(c)(ii) 3.3, and, in each such case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 2.11, (iii) 3.7 which would eliminate any Lender becomes a Defaulting Lender, further suspension or (ivz) in addition to the rights of the Borrower under Section 2.21, any Lender is a Non-Consenting Extending Lender (any such Lender, a “Subject Lender”)and the Required Lenders have approved the related Extension Request, then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAgent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.0612.3 (which for the avoidance of doubt shall not include the consent of the affected Lender)), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) Sections 3.1 or (b)3.2, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances any Governmental Authority for the account of any Lender pursuant to Section 2.03(c)(ii) 3.5 and, in each case, such Lender has declined or is unable to designate a different Lending Installation in accordance with Section 2.11, (iii) any Lender becomes a Defaulting Lender3.6, or (iv) if any Lender is a Defaulting Lender or a Non-Consenting Lender or in connection with any proposed amendment, modification, waiver or consent with respect to any of the provisions hereof as contemplated by Section 8.2(i) or (any such Lender, a “Subject Lender”ii), the consent of the Required Lenders shall have been obtained but the consent of one or more of such other Lenders whose consent is required shall not have been obtained, in each case, then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat its sole expense and effort, upon notice to the Subject such Lender and the BorrowerAdministrative Agent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.0612.3), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 or 3.2 or Section 3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a AssigneeReplacement Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (ia) Borrower becomes obligated to pay any additional amounts to any Lender pursuant to Sections 2.19 or 2.20, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, (b) any Lender requests compensation under Section 2.13(a) or (b)is a Defaulting Lender, (iic) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances delivers a notice pursuant to Section 2.03(c)(ii) 2.20 with respect to circumstances that do not affect other Lenders hereunder or Section 2.11, (iiid) any Lender becomes a Defaulting Lender, or (iv) any Lender is a “Non-Consenting Lender Lender” (any such Lender, a “Subject Lender”as defined below), then (A) in the case of a Defaulting LenderBorrower may, the Administrative Agent mayat their sole expense and effort, upon notice to the Subject such Lender and Administrative Agent, (i) terminate the BorrowerCommitments of such Lender and repay all obligations of Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date, or (ii) require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.069.13), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) or (b), (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Libor Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, or (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which Eligible Assignee assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that, in any event:

Replacement of Lender. If (ia) any Lender (or its holding company, if any) requests compensation under Section 2.13(a2.12(a) or (b)) or Section 2.13, (iib) any Lender suspends its obligation to continueContinue, or Convert Advances into, Eurodollar Rate SOFR Advances pursuant to Section 2.03(c)(ii2.2(c)(iii) or Section 2.112.04(d), or (iiic) any Lender becomes a Defaulting Lender, or (ivd) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (Ai) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the BorrowerBorrower Representative, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (Bii) in the case of any Subject Lender, including a Defaulting Lender, the Borrower Representative may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s Borrowers’ sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) 2.13 or (b)requires that the Borrower pay any additional amount pursuant to Section 2.14, and, in each case such Lender has declined or is unable to designate a different Lending Office, (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender becomes is a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “"Subject Lender”"), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13 or Section 2.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s 's sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (i) In the event that any Lender requests compensation under Section 2.13(a) or (b), (ii) Lenders refuse to approve any Lender suspends its obligation to continue, waiver or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”)amendment the Agent deems advisable, then (A) in the case Agent may or, so long as no Event of a Defaulting LenderDefault has occurred and is continuing, the Administrative Agent mayBorrower may (but shall not be obligated to), upon notice to the Subject such Lender (and the BorrowerAgent, if applicable), require such Subject Lender to assign and delegate, delegate without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 9.0613.11), all of its interests, rights rights, duties and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, provided that:the Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld or delayed, (ii) if it is an assignment at the request of the Agent and no Event of Default has occurred and is continuing, the Borrower shall have consented to such assignment which consents shall not be unreasonably withheld or delayed and (iii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents, from the assignee (to the extent of such outstanding principal, accrued interest and accrued fees) or Borrower (in the case of all other amounts).

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) 1.6.4 or (b)due to a change in its LIBOR Reserve Percentage then, (ii) any Lender suspends its obligation to continueso long as no Default shall then be continuing, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (A) in the case of a Defaulting Lender, the Administrative Agent Borrower may, at its sole expense and effort, upon written notice to the Subject such Lender and the BorrowerAdministrative Agent, require such Subject Lender to assign and delegate, without recourse (pursuant to the form of Assignment and Assumption attached hereto as Exhibit “L” and in accordance with and subject to the restrictions contained inin Section 6.5, and consents required by, Section 9.06)including the consent right of Administrative Agent, all of its interests, rights and obligations under this the Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have paid to the Administrative Agent the processing and recordation fee specified in Section 6.5, provided that:(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the assignee (to the extent of outstanding principal and accrued interest and fees) and Borrower (in the case of all other amounts), and (iii) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitled Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) or (b), (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, or (iii) at any time prior to the Commitment Termination Date, any Lender becomes a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) 2.13 or (b)requires that the Borrower pay any additional amount pursuant to Section 2.14, (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender becomes is a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lender. If (i) any Lender requests compensation under Section 2.13(a) 2.13 or (b)requires that the Borrower pay any additional amount pursuant to Section 2.14, and, in each case such Lender has declined or is unable to designate a different Lending Office, (ii) any Lender suspends its obligation to continue, or Convert Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section 2.11, (iii) any Lender becomes is a Defaulting Lender, or (iv) any Lender is a Non-Consenting Lender (any such Lender, a “Subject Lender”), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13 or Section 2.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) and (B) in the case of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower’s sole cost and expense, require such Subject Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: