Common use of Substitution of Lender Clause in Contracts

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Libor Loans has been suspended pursuant to Section 3.3 2.10 of this Agreement when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 2.9 or 3.2 2.10 of this Agreement, in each case when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Company Borrower is required under Section 2.11 hereof, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectivelyeach, the "a “Replacement Lender"”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.19, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers Borrower to the Replaced Lender pursuant to Section 3.42.7(a)(ii) of this Agreement, if any, if the Borrowers Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Borrower under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any the Borrower, the Agent, Issuer the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 3.1, 3.2 or 3.2 3.6 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company Borrower shall have the right, if no Default then exists, to replace such Lender (a "Replaced LenderREPLACED LENDER") with one or more other lenders (collectively, the "Replacement LenderREPLACEMENT LENDER") acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers Borrower to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Borrower then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the any appropriate Note promissory note or Notes notes executed by the BorrowersBorrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.79.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any the Borrower, the Agent, Issuer any Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Libor Loans has been suspended pursuant to Section 3.3 2.10 of this Agreement when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 2.9 or 3.2 2.10 of this Agreement, or Yield Protection under Section 2.20 of this Agreement or a payment for a change in Capital Adequacy Regulations under Section 2.21 of this Agreement, in each case when all Lenders have not done so or so, (c) any Lender is a Defaulting LenderLender or (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, the Company Borrower shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectivelyeach, the "a “Replacement Lender"”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.19, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers Borrower to the Replaced Lender pursuant to Section 3.42.7(a)(ii) of this Agreement, if any, if the Borrowers Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Borrower under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any the Borrower, the Agent, Issuer the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 3.8 when not all Lenders' obligations to do so have been suspended, suspended (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 3.9 or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.12, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, 3.9 or 3.11 if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9, 3.11 and 10.79.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Borrowers, the Agent, Issuer Agent or any other Lender. Each Lender agrees to take such actions, at the Company's expense, as may be reasonably necessary to effect the foregoing if it shall become a Replaced Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Rate Syndicated Loans has been suspended pursuant to Section 3.3 3.8 or 2.10 when not all Lenders' Lenders obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 3.7 or (c) any Lender is a Defaulting Lender, the Company Borrowers shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders Lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.73.10, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, 3.9 if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes Notes, if any, executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans Advances made or any other actions taken by such lender Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Borrowers, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.11, 2.12 or 2.13, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrowers prepaid at Borrower may, within 60 days of the time demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above accrued but unpaid Facility Fees, Term‑Out Fees and LC Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery relieved from all obligations to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower hereunder, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Note. Notwithstanding anything herein to the contrary, in the event that a Lender with respect is replaced pursuant to any Loans made this Section 2.16 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.11, 2.12 or any other actions taken by 2.13, such lender while Lender shall be entitled to receive such additional amounts as if it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhad not been so replaced.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the AgentAgents, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender 42 49 shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer either Agent or any other Lender.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.10, 2.12, 2.13 or 2.16, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrowers prepaid at Borrower may, within 60 days of the time demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of such replacement all of Section 11.7, designate an Eligible Assignee to purchase the Loans of such Replaced Lender outstanding at and such time and (ii) all obligations of the Borrowers then owing Lender's rights hereunder, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the Replaced Lender (other than those specifically described in clause (i) above outstanding principal amount of such Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees and Utilization Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery relieved from all obligations to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower hereunder, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Note. Notwithstanding anything herein to the contrary, in the event that a Lender with respect is replaced pursuant to any Loans made this Section 2.19 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.10, 2.12, 2.13 or any other actions taken by 2.16, such lender while Lender shall be entitled to receive such additional amounts as if it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhad not been so replaced.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation or additional interest or given notice of its intention to demand compensation or additional interest under Sections 3.1 or 3.2 when all Lenders have not done so or Section 8.3, (b) the Borrower is required to pay any additional amount to any Lender under Section 2.12, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a Defaulting receiver or conservator has been appointed for a material portion of its assets, business or properties, (f) any Lender shall seek to avoid its obligation to make or maintain Term Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (n) (1) (B), (g) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be levied or imposed) so as to require withholding or deductions by the Borrower or payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, or (h) any Lender shall decline to consent to a modification or waiver of the Company shall have terms of this Agreement or any other Credit Documents requested by the rightBorrower, if no Default then existsand in such event, upon request from the Borrower delivered to replace such Lender, and the Administrative Agent, such Lender shall assign, in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a "Replaced commercial banking institution other than a Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable reasonably satisfactory to the Administrative Agent, provided that (i) at in consideration for the time payments set forth in such Assignment Agreement and payment by the Borrower to such Lender of any replacement all other amounts which such Lender may be owed pursuant to this Section 3.7Agreement, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments including, without limitation, Sections 2.12, 3.3, 8.3 and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender10.13.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, or (d) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document which requires the consent of all affected Lenders and with respect to which the Required Lenders shall have granted their consent, the Company shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectively, the "“Replacement Lender"”) acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time time; provided, that, no Defaulting Lender shall be entitled to compensation under clause (C) or under Section 3.4 upon any such payment, and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Euro-Dollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations 8.02 (or the obligation to do so have accept Bankers’ Acceptances has been suspended, (bsuspended pursuant to Section 2.03(g)) or any Lender has demanded and is continuing to demand compensation under Sections 3.1 Section 8.03(a) or 3.2 when all Lenders have not done so 8.03(b) or (c) any Lender is a Defaulting LenderSection 8.04, the Company shall have the right, if no Default then exists, affected Borrower may elect to replace such Lender substitute another financial institution (a "Replaced Lender"or financial institutions) with (which may be one or more other lenders (collectivelyof the Lenders) for such Lender, whereupon such Borrower shall so notify the "Replacement applicable Administrative Agent, each applicable Issuing Lender and such Lender") acceptable . If the applicable Issuing Lenders advise the applicable Administrative Agent that they consent to the substitution of each proposed substitute financial institution (which consent will not be unreasonably withheld or delayed), then such substitute financial institution or financial institutions may purchase the Loans and Letter of Credit Liabilities and assume the Commitment of the Lender demanding compensation; provided that, on or prior to such purchase and assumption, each such substitute financial institution shall have executed and delivered to the applicable Administrative Agent an instrument, in form and substance satisfactory to such Administrative Agent, provided that agreeing to be bound by the terms of this Agreement and assuming all (ior the relevant portion of) at the time of any replacement pursuant to obligations under this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations Agreement of the Replaced Lender and, in connection therewith, demanding compensation and the applicable Borrower shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be have paid in full to such Replaced Lender concurrently with Administrative Agent the administrative fee of $3,500 referred to in Section 9.07(b) for processing such replacementassignment. Upon the execution receipt by such Administrative Agent of the respective Assignmentssuch instrument from each such substitute financial institution, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender each such substitute financial institution shall become a Lender hereunder for purposes of this Agreement, and the Replaced Lender demanding compensation shall cease (with respect to constitute such assigned Loans and Commitments) no longer be a Lender hereunder. The provisions ; provided that the Lender demanding compensation shall not be deprived of any of its rights or released from any of its obligations under this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by period prior to the date on which such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lendersubstitution becomes effective.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar LIBOR Loans has been suspended pursuant to Section 3.3 3.8 when not all Lenders' Lender's obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 3.7 or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.10, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and Commitments, the outstanding Loans Revolving Credit Advances, the Replaced Lender's pro rata portion of the outstanding Term Loan and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.9 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, deemed paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the - 50 - Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Company, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar Euro-Dollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspendedý8.02, (bii) any Lender has demanded compensation under Sections 3.1 Section ý8.03 or 3.2 when all Lenders have not done so or ý8.04, (ciii) any Lender is shall be a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 9.04 requires the consent of all of the Lenders or all of the Lenders directly affected and, in each case, with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right to seek a substitute financial institution or financial institutions (“Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Loans or assume the Commitment of such Lender (the “Affected Lender”) under this Agreement and, if the Borrower locates a Substitute Lender, the Company shall have Affected Lender shall, upon payment to it of the right, if no Default then exists, to replace such purchase price agreed between it and the Substitute Lender (or, failing such agreement, a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, purchase price in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of the outstanding principal of, amount of its Loans and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing thereon to the Replaced Lender hereunder and (Cdate of payment) the plus any amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (iprincipal and interest) above in respect then due to it or accrued for its account hereunder, assign all its rights and obligations under this Agreement and all of which its Notes to the assignment purchase price has beenSubstitute Lender, or is concurrently beingand the Substitute Lender shall assume such rights and obligations, paid) whereupon the Substitute Lender shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease party to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern have all the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein In connection with any such replacement, if any such Affected Lender does not execute and deliver to the Agent a duly executed Assignment and Assumption reflecting such replacement within five Domestic Business Days of the date on which the Substitute Lender executes and delivers such Assignment and Assumption to such Affected Lender, then such Affected Lender shall release be deemed to have executed and delivered such Assignment and Assumption without any Defaulting Lender from any obligation it may have to any Borrower, action on the Agent, Issuer or any other part of the Affected Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Libor Loans has been suspended pursuant to Section 3.3 2.12 hereof when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 2.11 or 3.2 2.12 hereof or Yield Protection under Section 2.21 hereof or a payment for a change in Capital Adequacy Regulations under Section 2.22 hereof, in each case when all Lenders have not done so so, or (c) any Lender is a Defaulting Lender, the Company Borrower shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectivelyeach, the a "Replacement Lender") reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.20, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers Borrower to the Replaced Lender pursuant to Section 3.42.9 hereof, if any, if the Borrowers Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Borrower then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Administrative Agent, Issuer the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Libor Loans has been suspended pursuant to Section 3.3 2.10 of this Agreement when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 2.9 or 3.2 2.10 of this Agreement, in each case when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Company Borrower is required under Section 2.11 hereof, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectivelyeach, the "a “Replacement Lender"”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.19, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers Borrower to the Replaced Lender pursuant to Section 3.42.7(a)(ii) of this Agreement, if any, if the Borrowers Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Borrower under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken Exhibit 10.1 by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any the Borrower, the Agent, Issuer the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar LIBOR Loans has been suspended pursuant to Section 3.3 3.9 when not all Lenders' obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 Section 3.8 when all Lenders have not done so or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.12, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and under Section 2.3, (Cy) the Company shall pay any amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.10 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time time, and (iiz) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix), (y) and (iiz) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.10 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If any Lender (a “Substitutable Lender”) (a) fails to consent to an election, consent, amendment, waiver or other modification to this Credit Agreement that requires unanimous consent of Lenders (where consent of the obligation of any Lender to make or maintain Eurodollar Loans Majority Lenders has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspendedobtained), (b) any Lender has demanded compensation under Sections 3.1 makes a demand upon Borrower for (or 3.2 when all Lenders have not done so if Borrower is otherwise required to pay) amounts pursuant to Section 2.11(c) or Section 2.11(d) (and the payment of such amounts are, and are likely to continue to be, more onerous in the reasonable judgment of Borrower than with respect to the other Lenders), or gives notice pursuant to Section 2.11(a) or Section 2.11(b) requiring a conversion of such Substitutable Lender’s LIBO Rate Loans to Base Rate Loans or a repayment by Borrower of such Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans, or (c) any Lender is becomes a Defaulting Lender, Borrower may (in the Company shall have case of clause (a) only, within 30 days of the rightdate by which Lenders are required to respond to any request for an election, if no Default then existsconsent, to replace such Lender amendment, waiver or other modification or at any time, in the case of clause (b) or clause (c)) give notice (a "Replaced Lender"“Replacement Notice”) with one in writing to Administrative Agent and such Substitutable Lender of its intention to cause such Substitutable Lender to sell all or more any portion of its Loans, LC Loans (if any), Commitments and/or Notes (if any) to another financial institution or other lenders Person (collectively, the "a “Replacement Lender"”) acceptable to the Agentdesignated in such Replacement Notice; provided, provided however, that no Replacement Notice may be given by Borrower if (i) at the time of such replacement conflicts with any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one applicable law or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lenderregulation, (Bii) the amount any Event of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder Default shall have occurred and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid continuing at the time of such replacement all of (unless such Replacement Notice relates solely to the Loans waiver of such Replaced Event of Default) or (iii) prior to any such replacement in connection with clause (b) above, such Lender outstanding at shall have taken any necessary action under Section 2.11(c) or Section 2.11(d) (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.11(c) or Section 2.11(d) or has waived its right to receive the same. If Administrative Agent shall, in the exercise of its reasonable discretion and within 10 days of its receipt of such time Replacement Notice, notify Borrower and such Substitutable Lender in writing that the Replacement Lender is reasonably satisfactory to Administrative Agent (ii) all obligations of such consent not being required where the Borrowers Replacement Lender is already a Lender), then owing such Substitutable Lender shall, subject to the Replaced payment of any amounts due pursuant to Section 2.11 and Section 2.12, assign, in accordance with Section 11.13, the portion of its Commitments, Loans, LC Loans (if any), Notes (if any) and other rights and obligations under this Credit Agreement and all other Credit Documents (including Obligations, if applicable) designated in the Replacement Notice to such Replacement Lender; provided, however, that (A) such assignment shall be without recourse, representation or warranty (in accordance with and subject to the restrictions contained in Section 11.13) and shall be on terms and conditions reasonably satisfactory to such Substitutable Lender and such Replacement Lender (other than those specifically described with respect to the purchase price which shall be no less than the amount set forth in clause (iB)), (B) above the purchase price paid by such Replacement Lender shall be in the amount of such Substitutable Lender’s Loans and LC Loans designated in the Replacement Notice and/or its Commitment of outstanding Obligations, as applicable, together with all accrued and unpaid interest and fees in respect of which thereof, plus all other amounts (including the assignment purchase price has beenamounts demanded and unreimbursed under Section 2.11(c) or Section 2.11(d), or is concurrently being, paid) shall be paid in full owing to such Replaced Substitutable Lender concurrently hereunder, (C) in the case of an assignment and assumption from an event described in the clause (a) of the first sentence of this Section, the Replacement Lender shall consent, at the time of such assignment, to such event, and (D) Borrower shall pay to the Substitutable Lender and Administrative Agent all reasonable out-of-pocket expenses incurred by the Substitutable Lender and Administrative Agent in connection with such replacementassignment and assumption (including the processing fees described in Section 11.11). Upon the execution effective date of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowersan assignment described above, the Replacement Lender shall become a Lender hereunder and “Lender” for all purposes under the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other LenderCredit Documents.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar LIBOR Loans has been suspended pursuant to Section 3.3 3.8 when not all Lenders' Lender's obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 3.7 or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.10, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.9 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, deemed paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Company, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. (a) If (ai) the obligation of any Lender to make or maintain Eurodollar Euro-Dollar Loans has been is suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended8.02, (bii) any Lender has demanded (or any Participant in its Loans) is demanding compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 8.03 or (ciii) any Lender is a Defaulting Lenderrequesting compensation under Section 2.15, the Company shall have the right, if no Default then exists, right to replace such Lender seek a bank or banks (each a "Replaced Substitute Lender") with ), which may be one or more of the Lenders or one or more other lenders banks reasonably satisfactory to the Administrative Agent, to purchase the Note and assume the Commitment of such Lender (collectively, the "Replacement Affected Lender") acceptable and, if the Company locates one or more Substitute Lenders, the Affected Lender shall, upon payment to it of the purchase price agreed between it and the Substitute Lender or Lenders (or, failing such agreement, a purchase price equal to the Agentoutstanding principal amount of its Loans and accrued interest thereon to the date of payment) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, provided that assign all its rights and obligations under this Agreement and its Note (including its Commitment) to the Substitute Lender or Lenders, and the Substitute Lender or Lenders shall assume such rights and obligations pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit F hereto, whereupon (i) at the time Commitment of any replacement pursuant to this Section 3.7, the Replacement each Substitute Lender that is already a Lender shall enter into one or more Assignments pursuant to which be increased by the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations portion of the Replaced Lender and, in connection therewith, shall pay Affected Lender's Commitment so assigned to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable assumed by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time it and (ii) all obligations of the Borrowers then owing to the Replaced each Substitute Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or that is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement not already a Lender shall become a Lender hereunder and the Replaced Lender shall cease party to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern acquire all the rights and obligations of a Replaced Lender with respect a Commitment equal to any Loans made or any other actions taken the portion of the Affected Lender's Commitment so assigned to and assumed by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderit.

Substitution of Lender. If (a) Upon the obligation of receipt by the Company from any Lender to make (an “Affected Lender”) of a notice of illegality under Section 2.3(e) or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded a claim for compensation under Sections 3.1 2.17 or 3.2 when all Lenders have not done so 2.18, or (c) if any Lender is shall be a Defaulting Lender or a Non-Consenting Lender, the Company shall have the right, if no Default then exists, to replace such Lender may: (a "Replaced Lender"a) with request that one or more of the other lenders Lenders assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitments (collectively, the "Replacement Lender"which request each such other Lender may decline or agree to in its sole discretion); or (b) acceptable designate a replacement bank or other entity satisfactory to the Agent, provided that (i) Company to acquire and assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitments at the time face amount thereof (a “Substitute Lender”). Any such designation of any replacement a Substitute Lender under clause (b) shall be subject to the prior written consent of the Administrative Agent (which consent shall not unreasonably be withheld). Any transfer of Advances or Commitments pursuant to this Section 3.7shall be made in accordance with Section 9.8, and the Replacement Affected Lender or Defaulting Lender, as applicable shall enter into one or more Assignments pursuant be entitled to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations payment in full of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the principal amount of principal ofits outstanding Advances, all accrued interest thereon, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time date of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacementtransfer. Upon the execution receipt by the Company from the Issuing Bank of the respective Assignmentsa claim for compensation under Sections 2.17 or 2.18, the payment of amounts referred Company may elect to in clauses replace the Issuing Bank as such by designating another Lender (iwhich has consented to such designation) and (ii) above andto act as Issuing Bank, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement whereupon such other Lender shall become a Lender hereunder act as the Issuing Bank and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern have the rights and obligations of a Replaced Lender with respect the Issuing Bank; provided, however, that (i) such replacement shall not diminish or impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and the other Lenders relative to any Loans made Letters of Credit issued by the replaced Issuing Bank prior to its replacement and (ii) the new Issuing Bank shall not have the rights or any other actions taken obligations of the “Issuing Bank” relative to Letters of Credit issued by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderits predecessor Issuing Bank.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, Sections 3.8(c) or 3.8(d) or (b) any Lender has demanded and been paid compensation of $5,000 or more under Sections 3.1 Section 3.7 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender3.8, the Company Borrower shall have the right, if no Default then existswith the assistance of the Administrative Agent, to seek a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders or an Eligible Assignee) to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that . Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) at by the time of any replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to this Section 3.7, 11.8 at a mutually agreeable price or (ii) by Borrower prepaying all outstanding Advances from the Replacement replaced Lender shall enter into one and terminating its obligations hereunder on a date specified in a notice delivered to the Administrative Agent and the replaced Lender at least three (3) Banking Days before the date so specified (and compensating such Lender for any resulting funding losses as provided in Section 3.8(e)) and concurrently the replacement lender or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations lenders assuming a Pro Rata Share of the Replaced Lender and, Commitment in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum Pro Rata Share of (A) the Commitment being terminated and making Advances in the same aggregate amount of principal ofand having the same maturity date or dates, and all accrued interest onrespectively, as the Advances being prepaid, all outstanding Loans pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be signed by the Replaced replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing reasonably satisfactory to such Lender). Borrower must give written notice to the Replaced affected Lender hereunder and the Administrative Agent within sixty (C60) days after the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically applicable event described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (ia) and or (iib) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions first sentence of this Agreement Section of its intent to exercise its rights under this Section, and must complete the substitution within thirty (including without limitation 30) days after the date of such notice. No such substitution shall relieve Borrower of its obligations to compensate and/or indemnify the replaced Lender as required by Sections 3.4 3.7 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender 3.8 with respect to any Loans made or any the period before it is replaced and to pay all accrued interest, accrued fees and other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting amounts owing the replaced Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhereunder.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Libor Loans has been suspended pursuant to Section 3.3 2.10 of this Agreement when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 Section 2.10 of this Agreement, when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrowers is required under Section 2.11 hereof, (e) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby”, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, or (f) it is or has become unlawful for a Lender to make Loans to or participate in Letters of Credit for the account of a Foreign Borrower when it is not unlawful for all of the Lenders to do so or a Lender is prohibited by the terms of its organizational documents to make such Loans or participate in such Letters of Credit, the Company shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectivelyeach, the "a “Replacement Lender"”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.18, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.7(a)(ii) of this Agreement, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrowers to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Borrowers, the Administrative Agent, Issuer the Issuing Bank, Swingline Lender or any other Lender. In the case of an assignment by a Lender of a Libor Loan other than on the last day of the Interest Period applicable thereto as a result of the replacement of such Lender pursuant to this Section, the Company will pay such Lender any applicable Breakage Fee with respect to such Libor Loan.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Fixed Rate Loans has been suspended pursuant to Section 3.3 3.3, except when not all Lenders' obligations to do so make or maintain Fixed Rate Loans have been suspended other than by reason of such Lender's obligation to make or maintain Fixed Rate Loans being suspended, (b) any Lender has demanded compensation under Sections 3.1 3.1, 3.2 or 3.2 3.6 when all Lenders have not done so or so, (c) any Lender is a Defaulting LenderLender or (d) in connection with a request by any Borrower to obtain the consent of the Lenders to a waiver, amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any Lender having not more than 10% of the sum of the Aggregate Total Outstandings of all Lenders at such time has declined to agree to such request when the Required Lenders have agreed to such request, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which that would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowersappropriate Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided PROVIDED that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Libor Loans has been suspended pursuant to Section 3.3 2.10 of this Agreement when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 2.9 or 3.2 2.10 of this Agreement, in each case when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrowers is required under Section 2.11 hereof, (e) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby”, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, or (f) it is or has become unlawful for a Lender to make Loans to or participate in Letters of Credit for the account of a Foreign Borrower when it is not unlawful for all of the Lenders to do so or a Lender is prohibited by the terms of its organizational documents to make such Loans or participate in such Letters of Credit, the Company shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectivelyeach, the "a “Replacement Lender"”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.18, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.7(a)(ii) of this Agreement, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrowers to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Borrowers, the Administrative Agent, Issuer the Issuing Bank, Swingline Lender or any other Lender. In the case of an assignment by a Lender of a Libor Loan other than on the last day of the Interest Period applicable thereto as a result of the replacement of such Lender pursuant to this Section, the Company will pay such Lender any applicable Breakage Fee with respect to such Libor Loan.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation or given notice of its intention to demand compensation under Sections 3.1 or 3.2 when all Lenders have not done so or Section 8.3, (b) the Borrower is required to pay any additional amount to any Lender under Section 2.13, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a Defaulting receiver or conservator has been appointed for a material portion of its assets, business or properties or (f) any Lender shall seek to avoid its obligation to make Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (S) 1821(e) or (n) (1) (B), (g) any Taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such Taxes will be levied or imposed) so as to require withholding or deductions by the Borrower or payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (h) any Lender shall decline to consent to a modification or waiver of the Company terms of this Agreement or any other Operative Document requested by the Borrower, or (i) any Lender fails to maintain a short- term rating of A-1 from S&P and P-1 from Xxxxx'x (unless otherwise agreed by the Agent, the Borrower and the Guarantor), then and in such event, upon request from the Borrower delivered to such Lender and the Agent (provided, however, that if the Borrower fails to give such request and an event specified in (i) shall have the rightoccurred, if no Default then existssuch request shall be required), to replace such Lender shall assign, in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit Documents to another Lender or a commercial banking institution with the requisite ratings (a "Replaced Lender") with one or more other lenders (collectivelyunless otherwise agreed by the Agent, the "Replacement Lender"Borrower and the Guarantor) acceptable selected by the Borrower and reasonably satisfactory to the Agent, provided that (i) at or if the time Borrower fails to make such selection, by the Agent, in consideration for the payments set forth in such Assignment Agreement and payment by the Borrower to such Lender of any replacement all other amounts which such Lender may be owed pursuant to this Section 3.7Agreement, including, without limitation, Sections 2.13, 3.3, 8.3 and 10.13 (it being understood that in no event is the Replacement Borrower or the Agent obligated to any Lender (as opposed to being entitled) to provide a Person to purchase any interest of such Lender). Each Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay provide prompt written notice to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder Agent and the Replaced Lender shall cease Borrower of any failure by it to constitute maintain a Lender hereunder. The provisions short-term rating of this Agreement (including without limitation Sections 3.4 A-1 from S&P and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender P-1 from any obligation it may have to any Borrower, the Agent, Issuer or any other LenderXxxxx'x.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar LIBOR Loans has been suspended pursuant to Section 3.3 3.9 when not all Lenders' obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 Section 3.8 when all Lenders have not done so or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.12, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.10 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.in

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar LIBOR Loans has been suspended pursuant to Section 3.3 3.8 when not all Lenders' Lender’s obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 3.7 or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectively, the "“Replacement Lender"”) acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.10, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and Commitments, the outstanding Loans Revolving Credit Advances, the Replaced Lender’s pro rata portion of the outstanding Term Loan and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.9 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, deemed paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Company, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.11, 2.12 or 2.13, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrowers prepaid at Borrower may, within 60 days of the time demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above accrued but unpaid Facility Fees and LC Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery relieved from all obligations to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower hereunder, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Note. Notwithstanding anything herein to the contrary, in the event that a Lender with respect is replaced pursuant to any Loans made this Section 2.15 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.11, 2.12 or any other actions taken by 2.13, such lender while Lender shall be entitled to receive such additional amounts as if it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhad not been so replaced.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation or given notice of its intention to demand compensation under Sections 3.1 or 3.2 when all Lenders have not done so or Section 8.3, (b) the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a Defaulting receiver or conservator has been appointed for a material portion of its assets, business or properties or (f) any Lender shall seek to avoid its obligation to make or maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (S) 1821(e) or (n) (1) (B), (g) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be levied or imposed) so as to require withholding or deductions by the Borrower or payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, or (h) any Lender shall decline to consent to a modification or waiver of the Company shall have terms of this Agreement or any other Credit Documents requested by the rightBorrower, if no Default then existsand in such event, upon request from the Borrower delivered to replace such Lender and the Administrative Agent, such Lender shall assign, in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a "Replaced Lender"commercial banking institution) with one or more other lenders (collectively, the "Replacement Lender") acceptable reasonably satisfactory to the Administrative Agent, provided that (i) at in consideration for the time payments set forth in such Assignment Agreement and payment by the Borrower to such Lender of any replacement all other amounts which such Lender may be owed pursuant to this Section 3.7Agreement, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments including, without limitation, Sections 2.11, 3.3, 8.3 and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender10.13.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar Euro-Dollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspendedý8.02, (bii) any Lender has demanded compensation under Sections 3.1 Section ý8.03 or 3.2 when all Lenders have not done so or ý8.04, (ciii) any Lender is shall be a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Declining Lender pursuant to Section 3.42.08(d) or a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, if anywaiver, discharge or termination which, pursuant to the terms of Section 9.04 requires the consent of all of the Lenders or all of the Lenders directly affected and, in each case, with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right to seek a substitute financial institution or financial institutions (“Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Loans or assume the Commitment of such Lender (the “Affected Lender”) under this Agreement and, if the Borrowers prepaid at Borrower locates a Substitute Lender, the time of such replacement all Affected Lender shall, upon payment to it of the Loans of purchase price agreed between it and the Substitute Lender (or, failing such Replaced Lender outstanding at such time and (ii) all obligations agreement, a purchase price in the amount of the Borrowers then owing outstanding principal amount of its Loans and accrued interest thereon to the Replaced Lender date of payment) plus any amount (other than those specifically described in clause (iprincipal and interest) above in respect then due to it or accrued for its account hereunder, assign all its rights and obligations under this Agreement and all of which its Notes to the assignment purchase price has beenSubstitute Lender, or is concurrently beingand the Substitute Lender shall assume such rights and obligations, paid) whereupon the Substitute Lender shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease party to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern have all the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein In connection with any such replacement, if any such Affected Lender does not execute and deliver to the Agent a duly executed Assignment and Assumption reflecting such replacement within five Domestic Business Days of the date on which the Substitute Lender executes and delivers such Assignment and Assumption to such Affected Lender, then such Affected Lender shall release be deemed to have executed and delivered such Assignment and Assumption without any Defaulting Lender from any obligation it may have to any Borrower, action on the Agent, Issuer or any other part of the Affected Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation or additional interest or given notice of its intention to demand compensation or additional interest under Sections 3.1 or 3.2 when all Lenders have not done so or Section 8.3, (b) the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a Defaulting receiver or conservator has been appointed for a material portion of its assets, business or properties, (f) any Lender shall seek to avoid its obligation to make or maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (n) (1) (B), (g) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be levied or imposed) so as to require withholding or deductions by the Borrower or payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, or (h) any Lender shall decline to consent to a modification or waiver of the Company shall have terms of this Agreement or any other Credit Documents requested by the rightBorrower, if no Default then existsand in such event, upon request from the Borrower delivered to replace such Lender and the Administrative Agent, such Lender shall assign, in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a "Replaced Lender"commercial banking institution) with one or more other lenders (collectively, the "Replacement Lender") acceptable reasonably satisfactory to the Administrative Agent, provided that (i) at in consideration for the time payments set forth in such Assignment Agreement and payment by the Borrower to such Lender of any replacement all other amounts which such Lender may be owed pursuant to this Section 3.7Agreement, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments including, without limitation, Sections 2.11, 3.3, 8.3 and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender10.13.

Substitution of Lender. If (a) Upon the obligation of receipt by the Company from any Lender to make (an “Affected Lender”) of a notice of illegality under Section 2.3(e) or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded a claim for compensation under Sections 3.1 2.17 or 3.2 when all Lenders have not done so 2.18, or (c) if any Lender is shall be a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender may: (a "Replaced Lender"a) with request that one or more of the other lenders Lenders assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitments (collectively, the "Replacement Lender"which request each such other Lender may decline or agree to in its sole discretion); or (b) acceptable designate a replacement bank or other entity satisfactory to the Agent, provided that (i) Company to acquire and assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitments at the time face amount thereof (a “Substitute Lender”). Any such designation of any replacement a Substitute Lender under clause (b) shall be subject to the prior written consent of the Administrative Agent (which consent shall not unreasonably be withheld). Any transfer of Advances or Commitments pursuant to this Section 3.7shall be made in accordance with Section 9.8, and the Replacement Affected Lender or Defaulting Lender, as applicable shall enter into one or more Assignments pursuant be entitled to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations payment in full of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the principal amount of principal ofits outstanding Advances, all accrued interest thereon, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time date of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacementtransfer. Upon the execution receipt by the Company from the Issuing Bank of the respective Assignmentsa claim for compensation under Sections 2.17 or 2.18, the payment of amounts referred Company may elect to in clauses replace the Issuing Bank as such by designating another Lender (iwhich has consented to such designation) and (ii) above andto act as Issuing Bank, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement whereupon such other Lender shall become a Lender hereunder act as the Issuing Bank and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern have the rights and obligations of a Replaced Lender with respect the Issuing Bank; provided, however, that (i) such replacement shall not diminish or impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and the other Lenders relative to any Loans made Letters of Credit issued by the replaced Issuing Bank prior to its replacement and (ii) the new Issuing Bank shall not have the rights or any other actions taken obligations of the “Issuing Bank” relative to Letters of Credit issued by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderits predecessor Issuing Bank.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any 50 51 Lender has demanded compensation under Sections 3.1 3.1, 3.2 or 3.2 3.6 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced LenderREPLACED LENDER") with one or more other lenders (collectively, the "Replacement LenderREPLACEMENT LENDER") acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the any appropriate Note promissory note or Notes notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer any Agent or any other Lender.

Substitution of Lender. (a) If (ai) the obligation of any Lender to make or maintain Eurodollar Euro-Dollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, 8.02 or (bii) any Lender has demanded compensation under Sections 3.1 Section 8.03 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender8.04, the Company shall have the right, if no Default then exists, right to replace such Lender seek one or more banks or other institutions (each a "Replaced LenderSUBSTITUTE LENDER") with ), which may be one or more of the Lenders or one or more other lenders (collectively, the "Replacement Lender") acceptable banks or institutions satisfactory to the Administrative Agent, provided that (ito purchase the Notes and assume the Commitment(s) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender (the "AFFECTED LENDER") and, if the Company locates one or more Substitute Lenders, the Affected Lender shall, upon payment to it of the purchase price agreed between it and the Substitute Lender or Lenders (or, failing such agreement, a purchase price in the amount of the outstanding at principal amount of its Loans and accrued interest thereon to the date of payment) plus any amount (other than principal and interest) then due to it or accrued for its account hereunder, assign all its rights and obligations under this Agreement and the Notes (including its Commitment(s) and its Loans of each Class) to the Substitute Lender or Lenders, and the Substitute Lender or Lenders shall assume such time rights and obligations, whereupon (i) the Commitment of the relevant Class (and/or the Loans of the relevant Class) of each Substitute Lender that is already a Lender shall be increased by the portion of the Affected Lender's Commitment of such Class (and/or Loans of such Class) so assigned to and assumed by it and (ii) all obligations of the Borrowers then owing to the Replaced each Substitute Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or that is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement not already a Lender shall become a Lender hereunder and the Replaced Lender shall cease party to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern acquire all the rights and obligations of a Replaced Lender with respect a Commitment of the relevant Class (and/or the Loans of the relevant Class) equal to any the portion of the Affected Lender's Commitment of such Class (and/or Loans made or any other actions taken of such Class) so assigned to and assumed by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderit.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.11, 2.12 or 2.13, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrowers prepaid at Borrower may, within 60 days of the time demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above accrued but unpaid Facility Fees, Term-Out Fees and LC Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery relieved from all obligations to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower hereunder, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Note. Notwithstanding anything herein to the contrary, in the event that a Lender with respect is replaced pursuant to any Loans made this Section 2.16 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.11, 2.12 or any other actions taken by 2.13, such lender while Lender shall be entitled to receive such additional amounts as if it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhad not been so replaced.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Libor Loans has been suspended pursuant to Section 3.3 2.10 of this Agreement when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 2.9 or 3.2 2.10 of this Agreement, or Yield Protection under Section 2.19 of this Agreement or a payment for a change in Capital Adequacy Regulations under Section 2.20 of this Agreement, in each case when all Lenders have not done so or so, (c) any Lender is a Defaulting LenderLender or (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, the Company Borrower shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectivelyeach, the "a “Replacement Lender"”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.18, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers Borrower to the Replaced Lender pursuant to Section 3.42.7(a)(ii) of this Agreement, if any, if the Borrowers Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Borrower under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any the Borrower, the Administrative Agent, Issuer any Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Rate Syndicated Loans has been suspended pursuant to Section 3.3 3.8 or 2.10 when not all Lenders' Lenders obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 3.7 or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders Lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.73.10, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.9 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes Notes, if any, executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans Advances made or any other actions taken by such lender Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Company, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) the obligation of Should any Lender fail to make a Loan, or maintain Eurodollar provide the forms or other documentation required by Section 2.4(g) in violation of its obligations under this Agreement, or be unable to make SOFR Loans has been suspended pursuant due to an event occurring under Section 3.3 when not all Lenders' obligations 2.6(a) or be unable to do so have been suspendedmake Loans due to an event occurring under Section 2.6(b), or claim increased costs under Section 2.6(c) or Section 2.6(d) (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting “Substitutable Lender”), the Company Administrative Agent shall have the right, and the Administrative Agent shall, if no Default then existsrequested by the Borrower, at the sole expense of the Borrower, upon notice to replace such Substitutable Lender and the Borrower, require such Substitutable Lender to assign and delegate, without recourse (a "Replaced Lender"in accordance with the restrictions contained in Section 10.14 hereof) with one or more other lenders all of its interests, rights and obligations under this Agreement to an Eligible Assignee, approved by the Borrower (collectively, the "Replacement Lender") acceptable to the Agentextent a Default or Event of Default has not occurred and is not continuing), that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement such Substitutable Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations have received payment of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum outstanding principal of (A) the amount of principal ofits Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (recognizing that any Substitutable Lender may have given up its rights under this Agreement to receive payment of fees and other amounts pursuant to the terms hereof), from such Eligible Assignee (to the extent of such outstanding principal and accrued interest on, all outstanding Loans of and fees) or the Replaced Lender, Borrower (B) in the amount case of all accruedother amounts, but theretofore unpaidincluding any Liquidation Costs). During the period that a Lender remains a Substitutable Lender solely due to such Lender’s failure to make a Loan (the “Substitution Period”), fees owing to the Replaced such Substitutable Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full deemed not to such Replaced Lender concurrently with such replacement. Upon the execution be a “Lender” for purposes of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement voting on any matters (including without limitation Sections 3.4 and 10.7the granting of any consents or waivers) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, of the Agent, Issuer or any other LenderFinancing Documents.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar Euro-Dollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended10.02, (bii) any Lender has demanded compensation under Sections 3.1 Section 10.03 or 3.2 when all Lenders have not done so or 10.04, (ciii) any Lender is shall be a Defaulting LenderLender or (iv) any Lender shall fail to consent to amendment or waiver which pursuant to the terms of Section 11.05 or any other provision if any Loan Document requires the consent of all Lenders and with respect to which the Required Lenders shall have granted their consent, the Company Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (a the "Replaced Lender") with one or more other lenders Eligible Transferee(s), none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the "Replacement Lender") acceptable to the AgentAdministrative Agent and the Issuing Lenders, provided that (i) at the time of any replacement pursuant to this Section 3.710.06, the Replacement Lender shall enter into one or more Assignments Assignment and Assumption Agreements, substantially in the form of Exhibit H hereto, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans (and other obligations if applicable, Letter of Credit Liabilities) of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the an amount of equal to all accrued, but theretofore unpaid, fees under Section 2.06 owing to the Replaced Lender hereunder and (C) an amount equal to the amount which would be payable by the Borrowers Borrower to the Replaced Lender pursuant to Section 3.4, if any, 2.13 if the Borrowers Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 2.12, 10.03, 10.04 and 10.711.03) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time time; provided, that, no Defaulting Lender shall be entitled to compensation under clause (C) or under Section 3.4 upon any such payment, and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.10, 2.11 or 2.12, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrowers prepaid at Borrower may, within 60 days of the time demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above accrued but unpaid Facility Fees, Utilization Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery relieved from all obligations to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower hereunder, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Note. Notwithstanding anything herein to the contrary, in the event that a Lender with respect is replaced pursuant to any Loans made this Section 2.15 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.10, 2.11 or any other actions taken by 2.12, such lender while Lender shall be entitled to receive such additional amounts as if it was a Lenderhad not been so replaced. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other LenderARTICLE 3.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar LIBOR Loans has been suspended pursuant to Section 3.3 3.8 when not all Lenders' Lenders obligations to do so have been suspended, suspended (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 3.7 or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.10, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.9 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Company, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender has demanded compensation or additional interest or given notice of its intention to make demand compensation or maintain Eurodollar Loans has been suspended pursuant to additional interest under Section 3.3 when not all Lenders' obligations to do so have been suspended8.3, (b) any Lender has demanded compensation is unable to submit any form or certificate required under Sections 3.1 Section 3.3(f) or 3.2 when all Lenders have not done so withdraws or cancels any previously submitted form with no substitution therefor, (c) any Lender gives notice of any Change in Law pursuant to Section 8.1, (d) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties or such Lender is otherwise a Defaulting Lender, (e) any Lender shall seek to avoid its obligation to make or maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (n)(1)(B), (f) any Taxes referred to in Section 3.3 or 10.3 have been levied or imposed (or the Company Borrower determines in good faith that there is a substantial likelihood that such Taxes will be levied or imposed) so as to require withholding or deductions by the Borrower or payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (g) any Lender shall have decline to consent to a modification or waiver of the rightterms of this Agreement or any other Credit Documents requested by the Borrower that has otherwise been approved by the Required Lenders or (h) prior to the occurrence of an Event of Default under Section 7.1(a), if no Default 7.1(f) or 7.1(g), any Lender that is not a Qualifying Lender, then exists, and in any such event upon request from the Borrower delivered to replace such Lender and the Administrative Agent, such Lender shall assign, in accordance with the provisions of Section 10.10(a) and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit Documents to another Lender or a Qualifying Lender selected by the Borrower and (in the case of a "Replaced Qualifying Lender other than a Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable reasonably satisfactory to the Administrative Agent, provided that in consideration for the payments set forth in such Assignment Agreement and payment by the Borrower to such Lender of all other amounts which such Lender may be owed pursuant to this Agreement, including, without limitation, Sections 2.11, 3.3, 8.3 and 10.13. Notwithstanding the foregoing, a Lender shall not be required to make such assignment if (i) at the time prior thereto, as a result of any replacement pursuant to this Section 3.7a waiver by such Lender otherwise, the Replacement circumstances entitling the Borrower to request such assignment cease to apply, (ii) in the case of an assignment resulting from a Lender shall enter into one or more Assignments pursuant declining to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations consent as described in clause (g) of the Replaced Lender andpreceding sentence, in connection therewith, the applicable assignee shall pay not have consented to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lenderapplicable modification or waiver, (Biii) in the amount case of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable an assignment resulting from a claim for payments or compensation by the Borrowers to the Replaced such Lender pursuant to Section 3.43.3 or 8.3, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of assignment will not result in a reduction in such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenpayments or compensation, or is concurrently being, paid(iv) shall be paid in full to such Replaced Lender concurrently assignment conflicts with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderapplicable law.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4Sections 2.10, if any2.12 or 2.16, if the Borrowers prepaid at Borrower may, within 60 days of the time demand by such Lender for such additional amounts, and subject to the consent of such replacement all of the Agent (which consent shall not be unreasonably withheld), designate an Eligible Assignee to purchase the Loans of such Replaced Lender outstanding at and such time and (ii) all obligations of the Borrowers then owing Lender's rights hereunder, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the Replaced Lender (other than those specifically described in clause (i) above outstanding principal amount of such Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery relieved from all obligations to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower hereunder, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Note. Notwithstanding anything herein to the contrary, in the event that a Lender with respect is replaced pursuant to any Loans made or any other actions taken by this Section 2.19, such lender while Lender shall be entitled to receive the additional amounts to which it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation would be entitled pursuant to Sections 2.10, 2.12, 2.13 and 2.16 had it may have to any Borrower, the Agent, Issuer or any other Lendernot been so replaced.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.10, 2.12, 2.13 or 2.16, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrowers prepaid at Borrower may, within 60 days of the time demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of such replacement all of Section 11.7, designate an Eligible Assignee to purchase the Loans of such Replaced Lender outstanding at and such time and (ii) all obligations of the Borrowers then owing Lender's rights hereunder, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the Replaced Lender (other than those specifically described in clause (i) above outstanding principal amount of such Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees and Utilization Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery relieved from all obligations to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower hereunder, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Note. Notwithstanding anything herein to the contrary, in the event that a Lender with respect is replaced pursuant to any Loans made this Section 2.18 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.10, 2.12, 2.13 or any other actions taken by 2.16, such lender while Lender shall be entitled to receive such additional amounts as if it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhad not been so replaced.

Substitution of Lender. If (a) Upon the obligation of receipt by the Company from any Lender to make (an “Affected Lender”) of a notice of illegality under Section 2.3(e) or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded a claim for compensation under Sections 3.1 2.17 or 3.2 when all Lenders have not done so 2.18, or (c) if any Lender is shall be a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender may: (a "Replaced Lender"a) with request that one or more of the other lenders Lenders assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitment (collectively, the "Replacement Lender"which request each such other Lender may decline or agree to in its sole discretion); or (b) acceptable designate a replacement bank or other entity satisfactory to the Agent, provided that (i) Company to acquire and assume all or part of such Affected Lender’s or Defaulting Lender’s Advances and Commitment at the time face amount thereof (a “Substitute Lender”). Any such designation of any replacement a Substitute Lender under clause (b) shall be subject to the prior written consent of the Administrative Agent (which consent shall not unreasonably be withheld). Any transfer of Advances or Commitments pursuant to this Section 3.7shall be made in accordance with Section 9.8, and the Replacement Affected Lender or Defaulting Lender, as applicable shall enter into one or more Assignments pursuant be entitled to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations payment in full of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the principal amount of principal ofits outstanding Advances, all accrued interest thereon, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time date of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacementtransfer. Upon the execution receipt by the Company from the Issuing Bank of the respective Assignmentsa claim for compensation under Sections 2.17 or 2.18, the payment of amounts referred Company may elect to in clauses replace the Issuing Bank as such by designating another Lender (iwhich has consented to such designation) and (ii) above andto act as Issuing Bank, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement whereupon such other Lender shall become a Lender hereunder act as the Issuing Bank and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern have the rights and obligations of a Replaced Lender with respect the Issuing Bank; provided, however, that (i) such replacement shall not diminish or impair the rights of the replaced Issuing Bank or the obligations of the Borrowers and the other Lenders relative to any Loans made Letters of Credit issued by the replaced Issuing Bank prior to its replacement and (ii) the new Issuing Bank shall not have the rights or any other actions taken obligations of the “Issuing Bank” relative to Letters of Credit issued by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderits predecessor Issuing Bank.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar LIBOR Loans has been suspended pursuant to Section 3.3 3.9 when not all Lenders' obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 Section 3.8 when all Lenders have not done so or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.12, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.10 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.10 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Fixed Rate Loans has been suspended pursuant to Section 3.3 3.3, except when not all Lenders' obligations to do so make or maintain Fixed Rate Loans have been suspended other than by reason of such Lender's obligation to make or maintain Fixed Rate Loans being suspended, (b) any Lender has demanded compensation under Sections 3.1 3.1, 3.2 or 3.2 3.6 when all Lenders have not done so or so, (c) any Lender is a Defaulting LenderLender or (d) in connection with a request by any Borrower to obtain the consent of the Lenders to a waiver, amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any Lender having not more than 10% of the sum of the Aggregate Total Outstandings of all Lenders at such time has declined to agree to such request when the Required Lenders have agreed to such request, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided PROVIDED that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which that would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowersappropriate Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 3.1, 3.2 or 3.2 3.6 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced LenderREPLACED LENDER") with one or more other lenders (collectively, the "Replacement LenderREPLACEMENT LENDER") acceptable to the Administrative Agent and the Syndication Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, 45 52 (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the any appropriate Note promissory note or Notes notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer any Agent or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar Fixed Rate Loans has been suspended pursuant to Section 3.3 3.8 when not all Lenders' obligations to do so have been suspended, suspended (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 Section 3.7 when not all Lenders Lender's have not done so or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.10, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.9 or 3.11 if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Company, the Agent, Issuer Agent or any other Lender. Each Lender agrees to take such actions, at the Company's expense, as may be reasonably necessary to effect the foregoing if it shall become a Replaced Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections Section 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.79.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Company, the AgentArranger, Issuer the Administrative Agent or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar LIBOR Loans has been suspended pursuant to Section 3.3 3.8 when not all Lenders' Lender's obligations to do so have been suspended, (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so Section 3.7 or (ciii) any Lender is a Defaulting Lender, the Company shall have the right, if no Unmatured Event or Event of Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (ix) at the time of any replacement pursuant to this Section 3.73.10, the Replacement Lender shall enter into one or more Assignments Assignment and Acceptances, pursuant to which the Replacement Lender shall acquire the Commitments and Commitments, the outstanding Loans Revolving Credit Advances, the Replaced Lender's pro rata portion of the outstanding Term Loan and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder under Section 2.3 and (C) the amount which would be payable by the Borrowers Company to the Replaced Lender pursuant to Section 3.4, if any, 3.9 if the Borrowers Company prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (iiy) all obligations of the Borrowers Company then owing to the Replaced Lender (other than those specifically described in clause (ix) above in respect of which the assignment purchase price has been, or is concurrently being, deemed paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Acceptances, the payment of amounts referred to in clauses (ix) and (iiy) above and, if so requested by the -50- Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersCompany, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.9 and 10.78.5) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Company, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.11, 2.12 or 2.13, or if anyany Lender defaults in its obligation to fund Loans hereunder on three or more occasions, if the Borrowers prepaid at Borrower may, within 60 days of the time demand by such Lender for such additional amounts or the relevant default by such Lender, as the case may be, and subject to and in accordance with the provisions of Section 11.6, designate an Eligible Assignee (acceptable to the Administrative Agent and the Issuing Bank) to purchase and assume all its interests, rights and obligations under the Loan Documents, without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such replacement all of the Lender's Loans of such Replaced Lender outstanding at such time plus any accrued but unpaid interest thereon and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above accrued but unpaid Facility Fees, Utilization Fees and LC Fees in respect of which such Lender's Commitment and any other amounts payable to such Lender hereunder, and to assume all the assignment purchase price has beenobligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a party hereto or is concurrently being, paidhave any rights hereunder (except those that survive full repayment hereunder) and shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery relieved from all obligations to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower hereunder, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Eligible Assignee shall cease succeed to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Replaced Note. Notwithstanding anything herein to the contrary, in the event that a Lender with respect is replaced pursuant to any Loans made this Section 2.16 as a result of the Borrower becoming obligated to pay additional amounts to such Lender pursuant to Section 2.11, 2.12 or any other actions taken by 2.13, such lender while Lender shall be entitled to receive such additional amounts as if it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhad not been so replaced.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar Euro-Dollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, 8.02 or (bii) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or Section 8.03 (c) any Lender is a Defaulting in each case, an "Affected Lender"), the Company Borrower shall have the right, if no Default then existswith the assistance of the Administrative Agent, to replace such Lender seek a substitute lender or lenders (a "Replaced Lender") with which may be one or more other lenders of the Lenders) (collectivelythe "Purchasing Lender" or "Purchasing Lenders") to purchase the Note and assume the Revolving Commitment of such Affected Lender. The Affected Lender shall be obligated to sell its Note and assign its Revolving Commitment to such Purchasing Lender or Purchasing Lenders within 15 days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, Borrower shall pay to the Replaced Affected Lender in respect thereof an amount equal all fees accrued for its account hereunder to but excluding the sum date of such sale, plus, if demanded by the Affected Lender at least two Domestic Business Days prior to such sale, (Ai) the amount of principal of, and all accrued interest on, all any compensation which would be due to the Affected Lender under Section 2.12 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Replaced Lender, (B) Affected Lender on the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time date of such replacement all of the Loans of such Replaced Lender outstanding at such time sale and (ii) all any additional compensation accrued for its account under Section 8.03 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's Revolving Commitment and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Borrowers then owing Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, the Borrower and the Administrative Agent, with the subscribed consent of the LC Issuers and the Swing Lenders (to the Replaced Lender (other than those specifically described in clause (iextent required by Section 9.06(c) above in respect of which the assignment purchase price has been, or is concurrently being, paidhereof) shall be paid in full enter into an Assignment and Assumption Agreement pursuant to Section 9.06(c) hereof, whereupon such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Purchasing Lender shall become be a Lender party to this Agreement, shall be deemed to be an Assignee hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern have all the rights and obligations of a Replaced Lender with respect a Revolving Commitment equal to any Loans made or any other actions taken by such lender while it was a its ratable share of the Revolving Commitment of the Affected Lender. Nothing herein shall release In connection with any Defaulting Lender from any obligation it may have assignment pursuant to any Borrowerthis Section 8.05, the AgentBorrower or the Purchasing Lender shall pay to the Administrative Agent the administrative fee for processing such assignment referred to in Section 9.06(c). Upon the consummation of any sale pursuant to this Section 8.05, Issuer or any other the Affected Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Lender receives a new Note.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, Sections 3.8(c) or 3.8(d) or (b) any Lender has demanded and been paid compensation of $5,000 or more under Sections 3.1 Section 3.7 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender3.8, the Company Borrower shall have the right, if no Default then existswith the assistance of the Administrative Agent, to seek a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders or an Eligible Assignee) to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that . Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) at by the time of any replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to this Section 3.7, 11.8 at a mutually agreeable price or (ii) by Borrower prepaying all outstanding Advances from the Replacement replaced Lender shall enter into one and terminating its obligations hereunder on a date specified in a notice delivered to the Administrative Agent and the replaced Lender at least three (3) Banking Days before the date so specified (and compensating such Lender for any resulting funding losses as provided in Section 3.8(e) and concurrently the replacement lender or more Assignments pursuant to which the Replacement Lender shall acquire lenders assuming a Pro Rata Share of the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum Pro Rata Share of (A) the Commitments being terminated and making Advances in the same aggregate amount of principal ofand having the same maturity date or dates, and all accrued interest onrespectively, as the Advances being prepaid, all outstanding Loans pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be signed by the Replaced replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing reasonably satisfactory to such Lender). Borrower must give written notice to the Replaced affected Lender hereunder and the Administrative Agent within sixty (C60) days after the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically applicable event described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (ia) and or (iib) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions first sentence of this Agreement Section of its intent to exercise its rights under this Section, and must complete the substitution within thirty (including without limitation 30) days after the date of such notice. No such substitution shall relieve Borrower of its obligations to compensate and/or indemnify the replaced Lender as required by Sections 3.4 3.7 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender 3.8 with respect to any Loans made or any the period before it is replaced and to pay all accrued interest, accrued fees and other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting amounts owing the replaced Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhereunder.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Fixed Rate Loans has been suspended pursuant to Section 3.3 3.3, except when not all Lenders' obligations to do so make or maintain Fixed Rate Loans have been suspended other than by reason of such Lender's obligation to make or maintain Fixed Rate Loans being suspended, (b) any Lender has demanded compensation under Sections 3.1 3.1, 3.2 or 3.2 3.6 when all Lenders have not done so or so, (c) any Lender is a Defaulting LenderLender or (d) in connection with a request by any Borrower to obtain the consent of the Lenders to a waiver, amendment or modification of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, any Lender having not more than 10% of the sum of the Aggregate Revolving Credit Outstandings of all Lenders at such time has declined to agree to such request when the Required Lenders have agreed to such request, the Company shall have the right, if no Default then exists, to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which that would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowersappropriate Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

Substitution of Lender. If (ai) the obligation of any Lender to make or maintain Eurodollar Loans any Loan has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended8.02, (bii) any Lender has demanded or the Borrowers are required to pay any compensation to a Lender, in each case under Sections 3.1 Section 8.03 or 3.2 when all Lenders have not done so or 8.04, (ciii) any Lender has not signed an amendment or waiver that, pursuant to Section 11.05(a), requires such Lender’s signature and such amendment or waiver has been signed by the Required Lenders, (iv) any Lender has rejected, or is deemed to have rejected, the Company’s request to extend the Commitments pursuant to Section 2.20 and such request has been accepted by Lenders having more than 50% of the aggregate amount of the Commitments or (v) any Lender has become a Defaulting Lender, the Company shall have the right, if no Default then existswith the assistance of the Administrative Agent, to replace seek a mutually satisfactory substitute bank or banks (“Substitute Lenders”) (which may be one or more of the Lenders) to purchase the Committed Loans and assume the Commitment of such Lender (a "Replaced the “Exiting Lender") with one or more other lenders (collectively”). The Exiting Lender shall, the "Replacement Lender") acceptable upon reasonable notice and payment to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations it of the Replaced purchase price agreed between it and the Substitute Lender andor Lenders (or, in connection therewithfailing such agreement, shall pay to the Replaced Lender in respect thereof an amount a purchase price equal to the sum of (A) the outstanding principal amount of principal ofits Committed Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and all accrued interest on, all outstanding Loans of obligations under this Agreement and the Replaced Lender, Notes (B) the amount of all accrued, including its Commitment but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4excluding its Competitive Bid Loans, if any, if unless it otherwise agrees) to the Borrowers prepaid at Substitute Lender or Lenders, and the time Substitute Lender or Lenders shall assume such rights and obligations, in accordance with Section 11.06(c). In connection with any such sale, the Company shall compensate the Exiting Lender for any funding losses as provided in Section 2.14 and pay to the Exiting Lender its facility fees accrued to but excluding the date of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lendersale.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspendedSections 3.6, 3.7 or 3.10 in an aggregate amount in excess of $50,000, the Borrower may, within 60 days of the demand by such Lender for such additional amounts in excess of $50,000, (bi) any Lender has demanded compensation under Sections 3.1 request one or 3.2 when all more of the other Lenders have not done so or (c) any Lender is a Defaulting Lender, to elect to increase its Commitment by an amount up to the Company shall have amount of the right, if no Default then exists, to replace Commitment of such Lender (a "Replaced Selling Lender") with one and purchase the Revolving Credit Loans of such Selling Lender subject to the written consent of the Agent which shall not be unreasonably withheld or more other lenders (collectivelyii) designate another lender (such lender, the a "Replacement Lender") acceptable to upon the Agent, provided that (i) at written consent of the time of any replacement pursuant to this Section 3.7, Agent which shall not be unreasonably withheld and the Replacement Lender shall enter into one or more Assignments pursuant (other than such Selling Lender) willing to which assume the Commitment, and purchase the Revolving Credit Loans, of such Selling Lender. Upon the Commitment and Revolving Credit Loans of such Selling Lender being taken up by a Replacement Lender, such Replacement Lender shall acquire assume the Commitments Commitment and outstanding Revolving Credit Loans and other obligations of the Replaced such Selling Lender and, in connection therewith, shall pay by purchasing such Selling Lender's Revolving Credit Note without recourse or warranty (except as to the Replaced amount due thereon, its title to such Revolving Credit Note and its right to sell the same), at a price in immediately available funds equal to the outstanding principal balance of such Selling Lender's Revolving Credit Loans, together with accrued and unpaid interest thereon to the date of such assumption and purchase, accrued and unpaid Commitment Fees due to such Selling Lender and any other amounts due to such Selling Lender under the Loan Documents. Effective upon such sale, each Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement, and such Selling Lender shall cease to be a "Lender" for all purposes of this Agreement (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to indemnification, with respect to matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Borrower shall execute and deliver to such Replacement Lender a Revolving Credit Note in respect thereof an aggregate principal amount equal to the sum of (A) the amount of principal ofRevolving Credit Loans assigned to, and all accrued interest onthe Commitment assumed by, all outstanding Loans of such Replacement Lender and the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing Selling Lender shall return its cancelled Revolving Credit Note to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

Substitution of Lender. If In the event (a) the obligation of Borrowers receive a claim from any Lender to make for compensation under Section 3.01 or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended3.04 hereof, (b) the Borrowers receive notice from any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or of any illegality pursuant to Section 3.02 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who after the Closing Date has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver as a Non-Consenting Lender the effectiveness of which requires the consent of such Lender at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an "Affected Lender"), the Company shall Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its reasonable expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the right, if no Default then exists, Loans and participation interests in Letters of Credit and other amounts at any time owing to replace such Lender (a "Replaced Lender"it hereunder and the other Loan Documents) with one or more other lenders (collectively, to an Eligible Assignee specified by the "Replacement Lender") acceptable to the Borrower Agent, provided provided, that (i) at the time such assignment shall not conflict with or violate any law, rule or regulation or order of any replacement pursuant to this Section 3.7court or other governmental authority, (ii) the Replacement Lender Borrower shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay have paid to the Replaced Affected Lender all monies other than such principal owing to it hereunder, (iii) the assignment is entered into in respect thereof an amount equal accordance with, and subject to the sum of consents required by, Section 11.06 hereof (Aprovided any assignment fees (unless waived) and reasonable reimbursable expenses due thereunder shall be paid by the amount of Borrowers) and such Affected Lender is paid such principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender it hereunder and (Civ) in the amount which would be payable case of an Affected Lender, described in the preceding clause (d), the Eligible Assignee specified by the Borrowers Borrower consents to such amendment or waiver. If the Affected Lender shall refuse or fail to execute and deliver the applicable Assignment and Acceptance prior to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time effective date of such replacement all of substitution, the Loans of Affected Lender shall be deemed to have executed and delivered such Replaced Lender outstanding at such time Assignment and (ii) all obligations of the Borrowers then owing Acceptance subject to the Replaced Lender (other than those specifically described terms and conditions set forth in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other LenderSection 2.16(c).

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, (b) any Lender has demanded ---------------------- compensation or additional interest or given notice of its intention to demand compensation or additional interest under Sections 3.1 or 3.2 when all Lenders have not done so or Section 8.3, (b) the Borrower is required to pay any additional amount to any Lender under Section 2.11, (c) any Lender is unable to submit any form or certificate required under Section 3.3(b) or withdraws or cancels any previously submitted form with no substitution therefor, (d) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (e) any Lender has been declared insolvent or a Defaulting receiver or conservator has been appointed for a material portion of its assets, business or properties or (f) any Lender shall seek to avoid its obligation to make or maintain Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. (S) 1821(e) or (n) (1) (B), (g) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a substantial likelihood that such taxes will be levied or imposed) so as to require withholding or deductions by the Borrower or payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, or (h) any Lender shall decline to consent to a modification or waiver of the Company shall have terms of this Agreement or any other Credit Documents requested by the rightBorrower, if no Default then existsand in such event, upon request from the Borrower delivered to replace such Lender and the Syndication Agent, such Lender shall assign, in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a "Replaced Lender"commercial banking institution) with one or more other lenders (collectively, the "Replacement Lender") acceptable reasonably satisfactory to the Syndication Agent, provided that (i) at in consideration for the time payments set forth in such Assignment Agreement and payment by the Borrower to such Lender of any replacement all other amounts which such Lender may be owed pursuant to this Section 3.7Agreement, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments including, without limitation, Sections 2.11, 3.3, 8.3 and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender10.13.

Substitution of Lender. If (a) In the obligation of event that the Borrowers become obligated to pay additional amounts to any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspendedSections 2.10, 2.12 or 2.16 in an aggregate amount in excess of $50,000, the Borrower Notice Party on behalf of the Borrowers may, within 60 days of the demand by such Lender for such additional amounts in excess of $50,000, (bi) any Lender has demanded compensation under Sections 3.1 request one or 3.2 when all more of the other Lenders have not done so or (c) any Lender is a Defaulting Lender, to elect to increase its Commitment by an amount up to the Company shall have amount of the right, if no Default then exists, to replace Commitment of such Lender (a "Replaced LenderSELLING LENDER") with one and purchase the Loans of such Selling Lender or more other lenders (collectivelyii) designate another lender (such lender, the a "Replacement LenderREPLACEMENT LENDER") reasonably acceptable to the AgentAdministrative Agent and the Lenders (other than such Selling Lender) willing to assume the Commitment, provided that (i) at and purchase the time Loans, of any replacement pursuant to this Section 3.7such Selling Lender. Upon the Commitment and Loans of such Selling Lender being taken up by a Replacement Lender, the such Replacement Lender shall enter into one assume the Commitment and Loans of such Selling Lender by purchasing such Selling Lender's Note without recourse or more Assignments pursuant warranty (except as to which the amount due thereon, its title to such Note and its right to sell the same), at a price in immediately available funds equal to the outstanding principal balance of such Selling Lender's Loans, together with accrued and unpaid interest thereon to the date of such assumption and purchase, accrued and unpaid Commitment Fees due to such Selling Lender and any other amounts due to such Selling Lender under the Loan Documents. Effective upon such sale, each Replacement Lender shall acquire the Commitments be deemed to be a "Lender" for purposes of this Agreement, and outstanding Loans such Selling Lender shall cease to be a "Lender" for all purposes of this Agreement (except with respect to its rights hereunder to be reimbursed for costs and other expenses, and to indemnification, with respect to matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations of the Replaced hereunder. The Borrowers shall execute and deliver to such Replacement Lender and, a Note in connection therewith, shall pay to the Replaced Lender in respect thereof an aggregate principal amount equal to the sum of (A) the amount of principal ofLoans assigned to, and all accrued interest onthe Commitment assumed by, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender, the Company shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectively, the "“Replacement Lender"”) acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans Advances and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time time; provided, that, no Defaulting Lender shall be entitled to compensation under clause (C) or under Section 3.4 upon any such payment, and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 3.1, 3.2 or 3.2 3.6 when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, or (d) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document which requires the consent of all affected Lenders and with respect to which the Required Lenders shall have granted their consent, the Company shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectively, the "“Replacement Lender"”) acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder (subject, for the avoidance of doubt, to Section 2.17(a)) and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time time; provided, that, no Defaulting Lender shall be entitled to compensation under clause (C) or under Section 3.4 upon any such payment, and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the appropriate Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 3.4, 10.7 and 10.710.11) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken or information received by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer Administrative Agent or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3 when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, or (d) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document that requires the consent of all affected Lenders and with respect to which the Required Lenders shall have granted their consent, the Company shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectively, the "“Replacement Lender"”) acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Administrative Agent, Issuer or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar SOFR Loans has been suspended pursuant to Section 3.3 2.10 of this Agreement when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 2.9 or 3.2 2.10 of this Agreement, in each case when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Company Borrowers is required under Section 2.11 hereof, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrowers shall have the right, if no Default or Event of Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectivelyeach, the "a “Replacement Lender"”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.19, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.42.7(a)(ii) of this Agreement, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrowers to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrowerthe Borrowers, the Agent, Issuer the Issuing Bank, Swingline Lender or any other Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Loans Rate Advances has been suspended for ten (10) Banking Days or more pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended, Sections 3.8(c) or 3.8(d) or (b) any Lender has demanded and been paid compensation of $5,000 or more under Sections 3.1 Section 3.7 or 3.2 when all Lenders have not done so or (c) any Lender is a Defaulting Lender3.8, the Company Borrower shall have the right, if no Default then existswith the assistance of the Administrative Agent, to seek a mutually satisfactory substitute lender or lenders (which may be one or more of the Lenders or an Eligible Assignee) to replace such Lender (a "Replaced Lender") with one or more other lenders (collectively, the "Replacement Lender") acceptable to the Agent, provided that . Any substitution under this Section 3.18 may be accomplished at Borrower's option either (i) at by the time of any replaced Lender assigning its rights and obligations hereunder to the replacement lender or lenders pursuant to this Section 3.7, 11.8 at a mutually agreeable price or (ii) by Borrower prepaying all outstanding Advances from the Replacement replaced Lender shall enter into one and terminating its obligations hereunder on a date specified in a notice delivered to the Administrative Agent and the replaced Lender at least three (3) Banking Days before the date so specified (and compensating such Lender for any resulting funding losses as provided in Section 3.8(e) and concurrently the replacement lender or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations lenders assuming a Pro Rata Share of the Replaced Lender and, Commitment in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum Pro Rata Share of (A) the Commitment being terminated and making Advances in the same aggregate amount of principal ofand having the same maturity date or dates, and all accrued interest onrespectively, as the Advances being prepaid, all outstanding Loans pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be signed by the Replaced replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing reasonably satisfactory to such Lender). Borrower must give written notice to the Replaced affected Lender hereunder and the Administrative Agent within sixty (C60) days after the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically applicable event described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (ia) and or (iib) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions first sentence of this Agreement Section of its intent to exercise its rights under this Section, and must complete the substitution within thirty (including without limitation 30) days after the date of such notice. No such substitution shall relieve Borrower of its obligations to compensate and/or indemnify the replaced Lender as required by Sections 3.4 3.7 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender 3.8 with respect to any Loans made or any the period before it is replaced and to pay all accrued interest, accrued fees and other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting amounts owing the replaced Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderhereunder.

Substitution of Lender. If (a) the obligation of any Lender has demanded compensation or additional interest or given notice of its intention to make demand compensation or maintain Eurodollar Loans has been suspended pursuant to additional interest under Section 3.3 when not all Lenders' obligations to do so have been suspended8.3, (b) any Lender has demanded compensation is unable to submit any form or certificate required under Sections 3.1 Section 3.3(b) or 3.2 when all Lenders have not done so withdraws or cancels any previously submitted form with no substitution therefor, (c) any Lender gives notice of any change in law or regulations, or in the interpretation thereof, pursuant to Section 8.1, (d) any Lender has been declared insolvent or a receiver or conservator has been appointed for a material portion of its assets, business or properties, (e) any Lender shall seek to avoid its obligation to make or maintain Term Loans hereunder for any reason, including, without limitation, reliance upon 12 U.S.C. § 1821(e) or (n) (1) (B), (f) any taxes referred to in Section 3.3 have been levied or imposed (or the Borrower determines in good faith that there is a Defaulting substantial likelihood that such taxes will be levied or imposed) so as to require withholding or deductions by the Borrower or payment by the Borrower of additional amounts to any Lender, or other reimbursement or indemnification of any Lender, as a result thereof, (g) any Lender shall decline to consent to a modification or waiver of the Company shall have terms of this Agreement or any other Credit Documents requested by the rightBorrower, if no Default then existsand in such event, upon request from the Borrower delivered to replace such Lender, and the Administrative Agent, such Lender shall assign, in accordance with the provisions of Section 10.10 and an appropriately completed Assignment Agreement, all of its rights and obligations under the Credit Documents to another Lender or a commercial banking institution selected by the Borrower and (in the case of a "Replaced Lender"commercial banking institution) with one or more other lenders (collectively, the "Replacement Lender") acceptable reasonably satisfactory to the Administrative Agent, provided that (i) at in consideration for the time payments set forth in such Assignment Agreement and payment by the Borrower to such Lender of any replacement all other amounts which such Lender may be owed pursuant to this Section 3.7Agreement, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments including, without limitation, Sections 2.13, 3.3, 8.3 and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lender10.13.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Euro-Currency Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations 10.02 (or the obligation to do so have accept Bankers’ Acceptances has been suspended, (bsuspended pursuant to Section 3.02(h)) or any Lender has demanded and is continuing to demand compensation under Sections 3.1 Section 4.16 or 3.2 when all Lenders have not done so Section 10.03(a) or (c10.03(b) any Lender is a Defaulting Lenderor Section 10.04, the Company shall have the right, if no Default then exists, affected Borrower may elect to replace such Lender substitute another financial institution (a "Replaced Lender"or financial institutions) with (which may be one or more other lenders (collectivelyof the Lenders) for such Lender, whereupon such Borrower shall so notify the "Replacement Administrative Agent, each Issuing Lender and such Lender") acceptable . If the Issuing Lenders advise the Administrative Agent that they consent to the substitution of each proposed substitute financial institution, then such substitute financial institution or financial institutions may purchase the Loans and Letter of Credit Liabilities and assume the Commitment of the Lender demanding compensation; provided that, on or prior to such purchase and assumption, each such substitute financial institution shall have executed and delivered to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, provided that agreeing to be bound by the terms of this Agreement and assuming all (ior the relevant portion of) at the time of any replacement pursuant to obligations under this Section 3.7, the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations Agreement of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacementdemanding compensation. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested receipt by the Replacement LenderAdministrative Agent of such instrument from each such substitute financial institution, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender each such substitute financial institution shall become a Lender hereunder for purposes of this Agreement, and the Replaced Lender demanding compensation shall cease (with respect to constitute such assigned Loans and Commitments) no longer be a Lender hereunder. The provisions ; provided that the Lender demanding compensation shall not be deprived of any of its rights or released from any of its obligations under this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by period prior to the date on which such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lendersubstitution becomes effective.

Substitution of Lender. Section 3.07 of the Credit Agreement is amended in its entirety to read as follows: If (a) the obligation of any Lender to make or maintain Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 3.3 when not all Lenders' obligations to do so have been suspended2.06(b), (b) any Lender has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not done so or Section 3.05, (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, or (d) any Lender fails to execute and deliver any consent, amendment or waiver to the Credit Agreement requested by the Borrower by a Defaulting Lenderdate specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), the Company shall have Borrower may replace such Lender by designating in a notice given to the right, if no Default then exists, Agent one or more Eligible Assignees to replace such Lender (Lender, which Eligible Assignee(s), if not already a "Replaced Lender") with , shall be subject to the approval of the Issuers and Agent, which approval shall not be unreasonably withheld. If the Borrower so designates one or more other lenders (collectivelyEligible Assignees, then the "Replacement Lender") acceptable Agent shall give notice thereof to the AgentLender to be replaced, provided that and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credit and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee(s) (ipro rata, if there is more than one Eligible Assignee, in accordance with the portions being assigned) at the time in accordance with Section 10.06. For purposes of any replacement Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.7, 3.07 shall be deemed to have been paid on the Replacement Lender shall enter into one or more Assignments pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers to the Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the time effective date of such replacement assignment all of the its Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignments, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any Borrower, the Agent, Issuer or any other Lenderbeing assigned.

Substitution of Lender. If (a) the obligation of any Lender to make or maintain Eurodollar Libor Loans has been suspended pursuant to Section 3.3 2.10 of this Agreement when not all Lenders' ’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 3.1 2.9 or 3.2 2.10 of this Agreement, in each case when all Lenders have not done so or so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Company Borrower is required under Section 2.11 hereof or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby”, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower shall have the right, if no Default then exists, to replace such Lender (a "“Replaced Lender"”) with one or more other lenders (collectivelyeach, the "a “Replacement Lender"”) reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 3.72.18, the each Replacement Lender shall enter into one or more Assignments Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrowers Borrower to the Replaced Lender pursuant to Section 3.42.7(a)(ii) of this Agreement, if any, if the Borrowers Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrowers Borrower under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective AssignmentsAssignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the BorrowersBorrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement (including without limitation Sections 3.4 and 10.7) shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such lender Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to any the Borrower, the Administrative Agent, Issuer the Issuing Bank, Swingline Lender or any other Lender.