Common use of Replacement of Lenders Clause in Contracts

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then (y) upon the Borrower mayoccurrence of an event giving rise to the operation of Section 2.10(b), at its sole expense and effort, upon notice (c) or (d) or Section 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Lead Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, but without any requirement none of whom shall constitute a Defaulting Lender at the consent time of such replacement (collectively, the “Replacement Lender, ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent, require ’s consent would be required for an assignment to such Replacement Lender pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment13.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 2.13, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the prior written consent Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Lead Borrower, the Replacement Lender and the Replaced Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Term Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued fees all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all other amounts payable to it hereunderaccrued, from the assignee (but theretofore unpaid, Fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 4.01 and (ii) all obligations of the Borrowers due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Total Revolving Commitments immediately prior Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to giving effect theretoin clauses (i) and (ii) above, subject to any increase in recordation of the amount of Revolving Commitments assignment on the Register pursuant to Section 2.1(b). A 13.04 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 not be required to make any such assignment become a Lender hereunder and delegation if, prior thereto, as a result of a waiver by such the Replaced Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation shall cease to applyconstitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.

Replacement of Lenders. If (ia)(i)(A) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of indemnify any Lender pursuant to Section 2.13, 4.11 or (iiiB) any Lender fails requests compensation under Section 4.10, and (ii) in the case of Section 4.11, a Lender has declined to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consenteddesignate a different Applicable Lending Office, (ivb) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to invokes Section 2.17 or 4.16, (vc) any Lender becomes a Defaulting Lender, then or (d) any Lender has failed to consent to a proposed amendment, waiver or other modification that, pursuant to the Borrower terms of Section 11.1, requires the consent of all the Lenders, or all affected Lenders, and with respect to which the Required Lenders shall have granted their consent, then, in each case, so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers’ Agent may, at its sole expense cost and effortexpense, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions and obligations contained in Section 10.611.7), all of its interests, rights (other than its existing rights to payments pursuant to Sections 4.10 and 4.11) and obligations under this Agreement and the other Loan Documents (or all of its interests, rights and obligations under this Agreement in respect of the Loans or Commitments that are the subject of the related amendment, waiver or other modification) to an assignee that shall assume such obligations (which assignee may be another Lender, if and become a Lender accepts such assignment)pursuant to the terms of this Agreement and the other Loan Documents; provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such transferring Lender shall have received payment of an amount equal to (A) the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, and accrued fees and all other amounts payable to it hereunder, from the assignee Assignee and (B) any additional amounts (including indemnity payments) payable to it hereunder from the extent of such outstanding principal Borrowers and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiii) in the case of any a transferring Lender that is also an Issuing Lender, the Letters of Credit issued by such assignment resulting transferring Lender shall have been cash collateralized or backed by a letter of credit or other credit support from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater Defaulting Lender or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect other bank reasonably acceptable to the transferring Lender, in each case, on terms and conditions reasonably satisfactory to such assignmenttransferring Lender; provided, further, that, if, upon such demand by the Borrowers’ Agent, such Lender elects to waive its request for additional compensation pursuant to Sections 4.10 or 4.11, or consents to the proposed amendment, waiver or other modification, the Total Revolving Commitments demand by the Borrowers’ Agent for such Lender to so assign all of its rights and obligations under this Agreement shall thereupon be no greater than deemed withdrawn. Nothing in this Section 4.17 shall affect or postpone any of the Total Revolving Commitments immediately prior rights of any Lender or any of the Obligations of the Borrowers under any of the foregoing provisions of Sections 4.10, 4.11 or 4.16 in any manner. Each Lender hereby grants to giving effect theretothe Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, subject on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any increase assignment of such Lender’s interest hereunder in the amount of Revolving Commitments pursuant to circumstances contemplated by this Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply4.17.

Replacement of Lenders. If (i1) any Lender requests compensation under Section 2.12, (ii2) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.15, (iii3) any Lender fails defaults in its obligation to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 fund Loans hereunder or (v4) any Borrower elects to replace a Lender becomes a Defaulting Lenderin accordance with Section 11.02(c), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.04), all of its interests, rights and obligations under this Agreement to an assignee selected by Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and and, if an L/C a Revolving Commitment is being assigned, the Issuing Lenders)Bank and Swingline Lender) if the assignee is not another Lender, which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLC Disbursements and Swingline Loans, accrued interest thereon, accrued fees fees, prepayment premiums and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.132.15, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from other than a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(bde minimis amount). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.18, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.20, (iiib) any Lender fails to give consent to is a Defaulting Lender, or (c) in connection with any proposed amendment, modification, termination, waiver or modification requiring consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders shall have so consented, been obtained but the consent of one or more of such other Lenders (iveach a “Non-Consenting Lender”) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderwhose consent is required shall not have been obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.18 or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any assignment resulting from a Non-Extending Consenting Lender, each Replacement Lender pursuant to Section 2.17shall consent, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to at the time of such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase each matter in the amount respect of Revolving Commitments pursuant to Section 2.1(b)which such terminated Lender was a Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required becomes obligated to pay any additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver 2.16 or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender2.18, then Initial Borrower may within sixty (60) days thereafter designate another bank or financial institution which is acceptable to Agent in its reasonable discretion (such other bank or financial institution being called a “Replacement Lender”) to purchase the Borrower mayLoans of such Lender and such Lender’s rights hereunder, at its sole without recourse to or warranty by, or expense and effortto, upon notice to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if for a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount purchase price equal to the outstanding principal amount of its Revolving the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and participations in L/C Disbursements, all accrued interest thereon, accrued but unpaid fees owed to such Lender and all any other amounts payable to it such Lender under this Credit Agreement (all such amounts shall only be payable in the Currency in which they are owed under this Agreement), and to assume all the obligations of such Lender hereunder, from the assignee and, upon such purchase and assumption (pursuant to a Commitment Transfer Supplement), such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the extent date of such outstanding principal purchase and accrued interest assumption) and fees) or shall be relieved from all obligations to Borrower hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder. Nothing in this Section 2.21 shall be deemed to relieve Borrower (in the case of all other amounts), (iii) in the case of its obligation to pay additional amounts to any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater 2.16 or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply2.18.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.16, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (iiia) any Lender fails to give consent to any amendmentabove, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) if any Lender becomes a Defaulting LenderLender or is a Non-Consenting Lender (as provided in Section 9.02(d)), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 and 2.16) and obligations under this Agreement and the related Loan Documents to an assignee (which has met the restrictions contained in Section 9.04 and has received the required consents under Section 9.04) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and and, if an L/C a Commitment is being assigned, the Issuing LendersBank and the Swingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.16, such assignment will result in a reduction in or elimination of such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, if prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.18, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.20, (iiic) any Lender fails is a Defaulting Lender, or (d) in connection with any proposed amendment, waiver, or consent, the consent of all of the Lenders, or all of the Lenders directly affected thereby, is required pursuant to give Section 10.2, and any such Lender refuses to consent to any such amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderthen, then in each case, the Borrower may, at its sole expense and efforteffort (but without prejudice to any rights or remedies the Borrower may have against such Defaulting Lender), upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b), ) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender but excluding any Defaulting Lender, if a Lender accepts such assignment); provided provided, that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayedwithheld, (ii) prior to, or contemporaneous with, the replacement of such Lender, such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (iid) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentabove, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A assignee Lender shall not be required have agreed to make any such assignment and delegation ifprovide its consent to the requested amendment, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyconsent.

Replacement of Lenders. If a Lender (i) any Lender requests compensation under Section 2.12is a Defaulting Lender, (ii) the Borrower is required to pay any additional amount to any Lender a Non-Consenting Lender, or any Governmental Authority for the account (iii) requests payment of any Lender amounts payable pursuant to Section 2.132.09 or 16.03 and, (iiiin each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.09(c) any Lender fails to give consent or Section 16.03(h), respectively, then, in addition to any amendmentother rights and remedies that any Person may have, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon by notice to the applicable Lender within 180 days after such Lender, but without any requirement of the consent event (with a copy of such Lender, and notice concurrently delivered to the Administrative Agent), require such Lender to assign and delegateassign, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 10.616.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.09 or Section 16.03) and obligations under this Agreement the Facility Documents to an assignee that shall assume such obligations (which assignee may be another Lenderone or more Eligible Assignees specified by the Borrower within 20 days after the Borrower’s notice, if a Lender accepts such assignment); provided provided, however, that (iA) such assignment does not conflict with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedApplicable Law, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiB) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.09 or payments required to be made pursuant to Section 2.1316.03, such assignment will result in a reduction in such compensation or payments thereafter, and (ivC) in the case of any assignment resulting from a Lender becoming a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Consenting Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments applicable assignee shall be no greater than have consented to the Total Revolving Commitments immediately prior to giving effect theretoapplicable amendment, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)waiver or consent. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any member of the affected Lender fails to execute same. The affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Facility Documents, including all principal, interest and fees through the date of assignment (including any amounts under Section 2.10 as if the Advances owing to it were prepaid rather than assigned).

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, and such Lender has not prevented such required payment by designating a different lending office in accordance with Section 5.04, (iiic) any Lender fails to give consent to any amendment, waiver is a Defaulting Lender or modification requiring the consent of all Lenders a Non-Consenting Lender or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (ivd) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved has given notice pursuant to Section 2.17 5.06 that it is unable to make or (v) any Lender becomes a Defaulting Lendermaintain Eurodollar Loans but Lenders constituting Majority Lenders have not given such notice, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect the Borrower shall have paid to any replacement the Administrative Agent the assignment fee specified in Section 12.04(b)(ii)(C), (ii) if such assignee is not already a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Bank, which consent shall not unreasonably be withheld or delayedwithheld, (iiiii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents (including any amounts under Section 5.02), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiiv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments payments, and (ivv) in the case of any such assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis does not conflict with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)applicable law. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.125.01, (ii) the Borrower or any Guarantor is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender or indemnify any Lender pursuant to Section 2.135.03, (iii) any Lender fails to give consent to any amendmentbecomes a Defaulting Lender, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) with respect to any replacement Lender, the Borrower Administrative Agent shall have received the prior written consent of the Administrative Agent assignment fee (and if an L/C Commitment is being assigned, the Issuing Lendersany) specified in Section 12.04 (or waived such assignment fee), which consent shall not unreasonably be withheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments (D) such assignment does not conflict with applicable laws and (ivE) in the case of any assignment resulting from a Lender becoming a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Consenting Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments applicable assignee shall be no greater than have consented to the Total Revolving Commitments immediately prior to giving effect theretoapplicable amendment, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)waiver or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Lender shall not be required to make any such assignment and delegation if such Lender or any of its Affiliates is a Secured Swap Party with any outstanding Secured Swap Agreement, unless on or prior thereto, all such Swap Agreements have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation. Each party hereto agrees that (i) an assignment required pursuant to this Section 5.04(b) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, and such Lender has not prevented such required payment by designating a different lending office in accordance with Section 5.04, (iiic) any Lender fails to give is a Defaulting Lender, (d) the Super Majority Lenders have provided their consent to increase the Borrowing Base pursuant to Section 2.07(c)(iii), but any amendmentLender has not provided such consent, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (ive) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved has given notice pursuant to Section 2.17 5.06 that it is unable to make or (v) any Lender becomes a Defaulting Lendermaintain Eurodollar Loans but Lenders constituting Majority Lenders have not given such notice, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative AgentAgent (and in the case of clause (d) above, within thirty (30) days of the effectiveness of the redetermination of the Borrowing Base pursuant to Section 2.07(d)), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect the Borrower shall have paid to any replacement the Administrative Agent the assignment fee specified in Section 12.04(b)(ii)(C), (ii) if such assignee is not already a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Bank, which consent shall not unreasonably be withheld or delayedwithheld, (iiiii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents (including any amounts under Section 5.02), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiiv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments payments, (v) such assignment does not conflict with applicable law; and (ivvi) in the case of any assignment resulting from a Non-Extending Lender pursuant not consenting to Section 2.17, so long increase the Borrowing Base as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth described in clause (iid) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentabove, the Total Revolving Commitments applicable assignee shall be no greater than have consented to the Total Revolving Commitments immediately prior to giving effect thereto, subject to any applicable increase in of the amount of Revolving Commitments pursuant to Section 2.1(b)Borrowing Base. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.18, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.20, (iiib) any Lender fails to give consent to is a Defaulting Lender, or (c) in connection with any proposed amendment, modification, termination, waiver or modification requiring consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders shall have so consented, been obtained but the consent of one or more of such other Lenders (iveach a “Non-Consenting Lender”) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderwhose consent is required shall not have been obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.18 or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any assignment resulting from a Non-Extending Consenting Lender, each Replacement Lender pursuant to Section 2.17shall consent, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to at the time of such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase each matter in the amount respect of Revolving Commitments pursuant to Section 2.1(b)which such terminated Xxxxxx was a Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any only one Lender requests compensation under Section 2.122.13 with respect to a particular event giving rise to such compensation, (iib) the if a Borrower is required to pay any additional amount to any only one Lender or any Governmental Authority for the account of any one Lender pursuant to Section 2.132.11 with respect to a particular event giving rise to such payment, (iiic) if any Lender is a Defaulting Lender, (d) if any Lender is acquired by or merges with any other Person and such Lender is not the surviving Person, or (e) if any Lender fails to give consent to any approve an amendment, consent or waiver or modification requiring hereunder which is approved by the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting LenderMajority Lenders, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, (1) notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in clause (ii) below (excluding any prepayment penalty set forth in Section 3.1, it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or (2) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 10.611.2), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.that:

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.13(a), (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an a L/C Commitment is being assigned, the Issuing LendersLender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.132.13(a), such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.13(a), (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing LendersLender), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.132.13(a), such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; , provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower mayshall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent time of such replacement (collectively, the “Replacement Lender, ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent, require ’s consent would be required for an assignment to such Replacement Lender pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment13.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 2.13, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) and with all fees payable pursuant to said Section 13.04(b) to be paid by the prior written consent Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued fees all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all other amounts payable to it hereunderaccrued, from the assignee (but theretofore unpaid, Fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Total Revolving Commitments immediately prior Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to giving effect theretoin clauses (i) and (ii) above, subject to any increase in recordation of the amount of Revolving Commitments assignment on the Register pursuant to Section 2.1(b). A 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall not be required to make any such assignment become a Lender hereunder and delegation if, prior thereto, as a result of a waiver by such the Replaced Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation shall cease to applyconstitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then (y) upon the Borrower mayoccurrence of an event giving rise to the operation of Section 3.01(a)(ii) or (iii), at its sole expense and effort, upon notice Section 3.01(c) or Section 5.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, but without any requirement none of whom shall constitute a Defaulting Lender at the consent time of such replacement (collectively, the “Replacement Lender, ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent, require ’s consent would be required for an assignment to such Replacement Lender pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment13.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 3.04, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the prior written consent Replacement Lender unless otherwise agreed to by the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued all outstanding Loans of the respective Replaced Lender and (II) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable to it hereunder, from the assignee (owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 3.04, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Total Revolving Commitments immediately prior Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 3.04 and Section 13.04. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to giving effect theretoin clauses (i) and (ii) above, subject to any increase in recordation of the amount of Revolving Commitments assignment on the Register pursuant to Section 2.1(b). A 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, (x) the Replacement Lender shall not be required become a Lender hereunder and the Replaced Lender shall cease to make constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 3.01, 3.02, 5.01, 12.07 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04, each Borrower hereby irrevocably authorizes Holdings to take all necessary action, in the name of such assignment and delegation if, prior theretoBorrower, as a result described above in this Section 3.04 in order to effect the replacement of a waiver by such the respective Lender or otherwise, Lenders in accordance with the circumstances entitling the Borrower to require such assignment and delegation cease to applypreceding provisions of this Section 3.04.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.123.8, (ii) the Borrower is or if Borrowers are required to pay any additional amount to any an Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.9, or (iiib) any Lender fails defaults in its obligation to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderfund Loans hereunder, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegateassign, without recourse (in accordance with and subject to the restrictions contained in Section 10.612), all its interests, rights and obligations under this Agreement to an assignee that shall accept such assignment and assume such obligations (which assignee may be another Lender, if a such assignee Lender accepts such assignment); provided that provided, that: (i) with respect the replacement Lender shall be (a) an existing Lender or (b) another financial institution reasonably acceptable to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, Agent; (ii) such the assigning Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursementsunreimbursed Letter of Credit disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts), ; (iii) the assignee shall execute an Assignment and Acceptance Agreement pursuant to which it shall become a party hereto as provided in subsection 12.1.1; and (iv) in the case of any such assignment assignments resulting from a claim for compensation under Section 2.12 3.8 or payments required to be made pursuant to Section 2.132.9, such assignment will result in a reduction in such compensation or payments payments. Upon compliance with the provisions for assignment provided in subsection 12.1.1 and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewiththis subsection 3.13.2, such Non-Extending Lender may be replaced on assignee shall constitute a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending "Lender" hereunder and the Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments replaced shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)longer constitute a "Lender" hereunder. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (a) (i) If any Lender requests compensation under refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 2.1211.12(b), (ii) upon the Borrower is required occurrence of any event giving rise to pay any additional amount the operation of Section 2.10(a)(ii) or (iii), Section 2.10(c) or Section 4.04 with respect to any Lender which results in such Lender charging to the Company increased costs or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower mayCompany shall have the right, at its sole expense and effortin accordance with the requirements of Section 11.04(b), upon notice if no Event of Default will exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with an Eligible Transferee or Transferees (collectively, but without any requirement of the consent of such “Replacement Lender”), and reasonably acceptable to the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 2.13, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with the prior written consent assignment fee payable pursuant to said Section 11.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued fees all outstanding Loans of the Replaced Lender and (B) an amount equal to all other amounts payable to it hereunderaccrued, from the assignee (but theretofore unpaid, Fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth 3.01 and (ii) all obligations of the Company owing to the Replaced Lender (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Replaced Lender shall not be required to make any concurrently with such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyreplacement.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.125.01, or (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, or (iii) any Lender fails to give consent to any amendmentis a Defaulting Lender, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to has asserted that any adoption or change of the type described in Section 2.17 5.05 has occurred, or (v) any Lender becomes a Defaulting Lenderfails to approve an amendment, waiver or other modification to this Agreement and at least the Required Lenders have approved such amendment, waiver or other modification, or (vi) any Lender fails to approve an increase of the Borrowing Base and at least the Required Lenders have approved such increase, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall (A) assume such obligations and (B) in the case of clauses (v) and (vi), consent to such amendment, waiver, modification, increase, decrease or reaffirmation (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement if such assignee is not a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.18, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.20, (iiib) any Lender fails to give consent to is a Defaulting Lender, or (c) in connection with any proposed amendment, modification, termination, waiver or modification requiring consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders shall have so consented, been obtained but the consent of one or more of such other Lenders (iveach a “Non‑Consenting Lender”) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderwhose consent is required shall not have been obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.18 or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any assignment resulting from a Non-Extending Non‑Consenting Lender, each Replacement Lender pursuant to Section 2.17shall consent, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to at the time of such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase each matter in the amount respect of Revolving Commitments pursuant to Section 2.1(b)which such terminated Lender was a Non‑Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ix) any Lender requests compensation is owed increased costs under Section 2.12, (ii3.6(a)(ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails or Section 3.6(c) or Section 4.6(b) or (c) materially in excess of those to give consent to any amendment, waiver or modification requiring the consent of all other Lenders or all affected Lenders and (y) as to which Lenders constituting provided in the Required Lenders have so consented, (ivlast sentence of Section 12.1(a) or in Section 12.1(b) any Lender fails refuses to extend its Revolving Commitment pursuant consent to an extension otherwise approved pursuant certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to Section 2.17 this Agreement, Company shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignee or Eligible Assignees (vcollectively, the “Replacement Lender”) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice acceptable to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee 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 Lender shall enter into one or more assignment agreements, in form and substance satisfactory to Administrative Agent, pursuant to which the Replacement Lender shall acquire all outstanding Loans and all outstanding L/C Participations in the Letter of Credit of the Replaced Lender (or, at the option of Company if the respective Lender’s consent is required with respect to any replacement Lenderless than all the Facilities, to replace only the Borrower shall have received the prior written consent of the Administrative Agent (respective Loans and if an L/C Commitment is being assigned, Participations of the Issuing Lendersrespective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent), which consent shall not unreasonably be withheld or delayed, (ii) Company shall have paid to Administrative Agent the assignment fee specified in Section 12.8, and (iii) all obligations of all Credit Parties owing to the Replaced Lender (including, without limitation, such increased costs and excluding 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 assignment documentation, the payment of amounts referred to in clauses (i), (ii) and (iii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and, unless the Replaced Lender continues to have received payment of an amount equal outstanding Term Loans hereunder, the Replaced Lender shall cease to the outstanding principal of its Revolving Loans and participations in constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender. The Pre-Funded L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of Deposit funded by any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a NonPre-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Funded L/C Lender shall not be required released in connection with any assignment, but shall instead be purchased by the relevant assignee and continued to make any be held by Deposit Bank for application (if not already applied) pursuant to Section 2.1(b)(vi) in respect of such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower assignee’s obligations assigned to require such assignment and delegation cease to applyit.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.09, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.11, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (vc) any Lender becomes a Defaulting LenderLender or (d) any Lender has failed to consent to a proposed amendment, waiver, consent, discharge or termination that under Section 10.01 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Majority Lenders (or, in circumstances where Section 10.01 does not require the consent of the Majority Lenders, the Majority Facility Lenders of the affected Class) shall have granted their consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.610.06 or pursuant to other procedures established by the Administrative Agent and the Borrower, which may include deemed assignment upon the assignee’s receipt of amounts owed to it under this Agreement), all its interests, rights and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from such Lender becoming a Defaulting Lender or from a failure to provide a consent, all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender of a particular Class) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld withheld, delayed or delayedconditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder as a Lender (or as a Lender of a particular Class, as applicable), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)Borrower, (iii) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.12 2.09 or payments required to be made pursuant to Section 2.132.11, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any such assignment and delegation resulting from the failure to provide a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentconsent, the Total Revolving Commitments assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)effected. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease have ceased to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.17, (iii) if any Lender fails to give does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or modification requiring any other Loan Document that requires the consent of all each of the Lenders or all each of the Lenders affected Lenders and thereby (so long as to which Lenders constituting the consent of the Required Lenders have so consented, (ivhas been obtained) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.610.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and and, if an L/C a Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.132.17, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.13(a), (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 becomes a Non-Committing Lender, or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.132.13(a), such assignment will result in a reduction in such compensation or payments and (iv) in the case of any an assignment resulting from a Non-Extending Committing Lender pursuant to Section 2.17, so long as such Non-Extending Committing Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Committing Lender may be replaced on a non-pro-non pro rata basis with lenders having greater Lenders (either new or lesser aggregate Revolving Commitments than existing Lenders) assuming all or any portion of the outstanding Loans of such Non-Extending Committing Lender being so replaced; , provided that after giving effect to any such assignment, in no event shall the Total Revolving Commitments shall principal amount of the aggregate outstanding Loans owing to all Lenders be no greater than the Total Revolving Commitments principal amount of the outstanding Loans owing to all Lenders immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If In the event that (i) any Lender requests compensation under shall have delivered a notice pursuant to Section 2.122.13, (ii) the any Borrower is shall be required to pay any make additional amount payments to any Lender or any Governmental Authority for the account of any Lender pursuant to under Section 2.132.12 or 2.15, (iii) any Lender fails to give (a “Non-Consenting Lender”) shall withhold its consent to any amendment, waiver or modification requiring amendment that requires the consent of all Lenders or all affected the Lenders and as that has been consented to which Lenders constituting by the Required Lenders have so consented, or (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes shall become a Defaulting Lender, then Kraft Foods Group shall have the Borrower mayright, at its sole expense and effortown expense, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, (A) to terminate the Commitment of such Lender or (B) to require such Lender to transfer and assign at par and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), 9.07) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect one or more other financial institutions acceptable to any replacement Lender, the Borrower shall have received the prior written consent of Kraft Foods Group and approved by the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenderssuch approval not to be unreasonably withheld or delayed), which consent shall not unreasonably be withheld or delayedassume such obligations; provided, that (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiix) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case replacement of any assignment resulting from a Non-Extending Consenting Lender, each assignee shall have consented to the relevant amendment, (y) no such termination or assignment shall conflict with any law or any rule, regulation or order of any governmental authority and (z) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender pursuant in immediately available funds on the date of such termination or assignment the principal of and interest accrued to Section 2.17the date of payment on the Advances made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Kraft Foods Group will not have the right to terminate the commitment of any Lender, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewithor to require any Lender to assign its rights and interests hereunder, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior theretoto such termination or assignment, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Kraft Foods Group to require such termination or assignment and delegation cease to apply. Each Lender agrees that, if Kraft Foods Group elects to replace such Lender in accordance with this Section 9.07, it shall promptly execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Advances) subject to such Assignment and Acceptance; provided that the failure of any such Lender to execute an Assignment and Acceptance shall not render such assignment invalid and such assignment shall be recorded in the Register.

Replacement of Lenders. If In the event that (i) any Lender requests compensation under shall have delivered a notice pursuant to Section 2.122.13, (ii) the any Borrower is shall be required to pay any make additional amount payments to any Lender or any Governmental Authority for the account of any Lender pursuant to under Section 2.132.12 or 2.15, (iii) any Lender fails to give (a “Non-Consenting Lender”) shall withhold its consent to any amendment, waiver or modification requiring amendment that requires the consent of all Lenders or all affected the Lenders and as that has been consented to which Lenders constituting by the Required Lenders have so consented, or (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes shall become a Defaulting Lender, then Mondelēz shall have the Borrower mayright, at its sole expense and effortown expense, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, (A) to terminate the Commitment of such Lender or (B) to require such Lender to transfer and assign at par and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), 9.07) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect one or more other financial institutions acceptable to any replacement Lender, the Borrower shall have received the prior written consent of Mondelēz and approved by the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenderssuch approval not to be unreasonably withheld or delayed), which consent shall not unreasonably be withheld or delayedassume such obligations; provided, that (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiix) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case replacement of any assignment resulting from a Non-Extending Consenting Lender, each assignee shall have consented to the relevant amendment, (y) no such termination or assignment shall conflict with any law or any rule, regulation or order of any Governmental Authority and (z) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender pursuant in immediately available funds on the date of such termination or assignment the principal of and interest accrued to Section 2.17the date of payment on the Advances made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Mondelēz will not have the right to terminate the commitment of any Lender, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewithor to require any Lender to assign its rights and interests hereunder, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior theretoto such termination or assignment, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Mondelēz to require such termination or assignment and delegation cease to apply. Each Lender agrees that, if Mondelēz elects to replace such Lender in accordance with this Section 9.07, it shall promptly execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Advances) subject to such Assignment and Acceptance; provided that the failure of any such Lender to execute an Assignment and Acceptance shall not render such assignment invalid and such assignment shall be recorded in the Register.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.11, (ii) the or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.13 to make any additional payment to any Lender, (iiib) any Lender fails Lender’s obligation to give consent make or continue, or to any amendmentConvert Base Rate Advances into, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved Eurocurrency Advances shall be suspended pursuant to Section 2.17 2.4(c)(v), Section 2.4(c)(vi) or Section 2.9, (vc) any US Facility Lender becomes is a Defaulting Lender, (d) any Canadian Facility Lender is a Defaulting Lender, or (e) any Lender is a Non-Consenting Lender (any such Lender described in any of the preceding clauses (a) – (e), being a “Subject Lender”), then (i) in the Borrower case of a Defaulting Lender, the US Administrative Agent may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Subject Lender and the Administrative AgentUS Borrower, require such Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 10.69.7), all of its interests, rights and obligations under this Agreement and the related Credit Documents as a US Facility Lender and, if applicable, a Canadian Facility Lender to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any Subject Lender, the US Borrower may, upon notice to the Subject Lender and the US Administrative Agent and at the US Borrower’s sole cost and expense, require such assignment resulting from a claim for compensation Subject Lender to assign and delegate (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.7), all of its interests, rights and obligations under Section 2.12 or payments required this Agreement and the related Credit Documents to be made pursuant to Section 2.13, an Eligible Assignee that shall assume such assignment will result in a reduction in such compensation or payments and obligations (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender which Eligible Assignee may be replaced on another Lender, if a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to accepts such assignment), the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect theretoprovided that, subject to in any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.event:

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.18, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.132.20, (iiic) any Lender fails notifies the Borrower and Administrative Agent that it is unable to give fund Eurodollar Loans pursuant to Sections 2.16 or 2.17, (d) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any amendment, waiver or modification requiring Loan Document that has been approved by the Required Lenders as provided in Section 11.2(b) but requires unanimous consent of all Lenders Lender or all the Lenders directly affected Lenders and thereby (as to which Lenders constituting the Required Lenders have so consented, applicable) or (ive) if any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.6), 11.4(b) all its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, (iv) such assignment does not conflict with applicable Law and (ivv) in the case of any such assignment resulting from a Non-Extending Lender pursuant Consenting Lender’s failure to Section 2.17consent to a proposed change, so long as waiver, discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, Consenting Lender to execute and deliver an Assignment and Acceptance shall not impair the validity of the removal of such Non-Extending Consenting Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than and the mandatory assignment of such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Consenting Lender’s Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments and outstanding Loans pursuant to this Section 2.1(b)2.25 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Acceptance. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.125.01, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consentedasserts an illegality under Section 5.05, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, (v) any Lender is a Non-Consenting Lender, or (vi) any Lender does not approve a Proposed Borrowing Base that would increase the Borrowing Base then in effect pursuant to Section 2.07(c)(iii) when the Super Majority Lenders have approved such Proposed Borrowing Base pursuant to Section 2.07(c)(iii), then in any such case, the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04), all its interests, rights and obligations under this Agreement to an assignee or assignees that shall assume such obligations (which assignee may be another Lender, if a such Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (iiA) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiB) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or 5.01, for payments required to be made pursuant to Section 2.135.03 or an illegality under Section 5.05, such assignment will result in a reduction in such compensation or payments and or avoid the illegality, (ivC) such assignment does not conflict with applicable law, (D) in the case of any assignment resulting from a Lender becoming a Non-Extending Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent, and (E) in the case of any assignment resulting from a Lender pursuant not approving an increase to Section 2.17, so long or reaffirmation of the Borrowing Base as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in contemplated by clause (iivi) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentabove, the Total Revolving Commitments applicable assignee shall be no greater than have consented to the Total Revolving Commitments immediately prior to giving effect theretoincrease or reaffirmation of the Borrowing Base. Notwithstanding the foregoing, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A a Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender hereby agrees to make such assignment and delegations required under this Section 5.04(b). Notwithstanding the foregoing, a Lender shall not be required to make any such assignment and delegation if such Lender (or its Affiliate) is a Secured Swap Party or a Secured Cash Management Provider with any outstanding Secured Swap Obligations or Secured Cash Management Obligations, respectively, unless on or prior thereto, all such Secured Swap Agreements or Secured Cash Management Agreements have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation (or, in each case, other arrangements satisfactory to such Secured Swap Party or Secured Cash Management Provider, as applicable, shall have been made with respect to such outstanding Secured Swap Obligations or Secured Cash Management Obligations).

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then (y) upon the Borrower mayoccurrence of an event giving rise to the operation of Section 3.01(a)(ii) or (iii), at its sole expense and effort, upon notice Section 3.01(c) or Section 4.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.10(b), the Company shall have the right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the "Replaced Lender") with one or more other Eligible Assignees, but without any requirement none of whom shall constitute a Defaulting Lender at the consent time of such replacement (collectively, the "Replacement Lender, ") and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent, require 's consent would be required for an assignment to such Replacement Lender pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment12.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 3.04, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to Section 12.04(c) to be paid by the prior written consent Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued all outstanding Loans of the respective Replaced Lender and (II) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable to it hereunder, from the assignee (owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 3.04, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in Administrative Agent and the amount of Revolving Commitments pursuant to Section 2.1(b). A Replacement Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result effective for purposes of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.this Section 3.04

Replacement of Lenders. If at any time (ia) the Borrower becomes obligated to pay additional amounts described in subsections 2.13, 2.14 or 2.15 as a result of any condition described in such subsections, (b) any Lender requests compensation under Section 2.12, (ii) the Borrower is required ceases to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender make Eurodollar Loans pursuant to Section subsection 2.13, (iiic) any Lender fails becomes insolvent and its assets become subject to give consent to any amendmenta receiver, waiver liquidator, trustee, custodian or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 other Person having similar powers or (vd) any Lender becomes a Defaulting "Nonconsenting Lender" (hereinafter defined), then the Borrower may, at its sole expense and effort, upon on five (5) Business Days' prior written notice to the Administrative Agent and such Lender, but without any requirement of the consent of replace such Lender, and the Administrative Agent, require Lender by causing such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject pursuant to the restrictions contained in Section 10.6), subsection 10.6 all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts or other entity selected by the Borrower and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of such assignmentLender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 2.16 as though such Loans were being paid instead of being purchased); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of no right to replace the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedAgent, (ii) such neither the Administrative Agent nor any Lender shall have received payment of an amount equal any obligation to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable Borrower to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)find a replacement Lender, (iii) in the case event of any such assignment resulting from a claim replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts under one of the subsections described in clause (a) above, in order for compensation under Section 2.12 or payments required the Borrower to be made pursuant entitled to Section 2.13replace such a Lender, such assignment will result replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in a reduction in such compensation or payments clause (a) above, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to its replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of any assignment resulting from a Non-Extending replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to Section this subsection 2.17, so long as the Borrower shall pay such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, additional amounts to such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than prior to such Non-Extending Lender being so replaced; provided replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that after giving effect (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Credit Documents or to agree to any amendment thereto or consent to the Extension Option, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of subsection 10.1 or relates to a request to exercise the Extension Option under subsection 2.5(a) and (z) the Required Lenders have agreed to such assignmentconsent, the Total Revolving Commitments waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as deemed a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply"Nonconsenting Lender."

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12‎Section 5.01, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13‎Section 5.03, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, or (iv) any Lender has not approved (or is not deemed to have approved) an increase in the Borrowing Base proposed by the Administrative Agent pursuant to ‎Section 2.07(c)(iii), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, (A) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6‎Section 12.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)) or (B) require such Lender to be removed as a Lender under this Agreement and the other Loan Documents with a corresponding reduction in the Aggregate Maximum Credit Amount equal to the Maximum Credit Amount of such Lender; provided that that, (i1) with respect to any replacement Lenderin the case of a required assignment of interest, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld or delayedwithheld, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii3) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.13‎Section 5.03, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.123.08 hereof, (ii) the or if Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.133.09 hereof, (iii) any and, such Lender fails to give consent withdraw any such notice to any amendmentBorrower within 5 Business Days after Borrower’s request for such withdrawal, waiver or modification requiring the consent of all Lenders or all affected Lenders then, provided no Default has occurred and as to which Lenders constituting the Required Lenders have so consentedis then continuing, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon written notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.04 hereof), all its interests, rights (other than its existing rights to payments pursuant to Section 3.08 or 3.09 hereof) and obligations under this Agreement to an assignee (other than Borrower, any Guarantors or their Affiliates) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedAgent, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (including, without limitation, all prepayment fees) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); provided, however, that in the case of Borrower’s replacement of a Defaulting Lender for failure to fund Loans hereunder, the assignee or Borrower, as the case may be, shall hold back from such amounts payable to such Lender and pay directly to Administrative Agent, any payments due to Administrative Agent or the Non-Defaulting Lenders by Defaulting Lender under this Agreement, and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 3.08 hereof or payments required to be made pursuant to Section 2.133.09 hereof, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.14, (ii) the or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.16, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (iiia) any Lender fails to give consent to any amendmentabove, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) if any Lender becomes a Defaulting LenderLender or is a non-consenting Lender (that the Borrowers are permitted to replace as provided in Section 9.02(d)), then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 and Section 2.16) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and and, if an L/C Commitment is Subcommitments are being assigned, the Issuing LendersBanks), which consent shall not unreasonably be withheld withheld, conditioned or delayed, (ii) such Lender shall have received payment from each Borrower of an amount equal to the outstanding principal of its Revolving Loans made to such Borrower and participations in L/C DisbursementsLC Disbursements with respect to such Borrower, accrued interest thereon, accrued fees and all other amounts payable by such Borrower to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the such Borrower (in the case of all other amountsamounts then due and owed by or with respect to such Borrower, including, without limitation, any amounts under Section 2.15), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.16, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from as a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on result of a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending consenting Lender being so replaced; (that the Borrowers are permitted to replace as provided that after giving effect to such assignmentin Section 9.02(d)), the Total Revolving Commitments applicable assignee shall be no greater than have consented to the Total Revolving Commitments immediately prior to giving effect theretoapplicable amendment, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)waiver or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If at any time (ia) the Borrower becomes obligated to pay additional amounts described in subsections 2.13, 2.14 or 2.15 as a result of any condition described in such subsections, (b) any Lender requests compensation under Section 2.12, (ii) the Borrower is required ceases to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender make Eurodollar Loans pursuant to Section subsection 2.13, (iiic) any Lender fails becomes insolvent and its assets become subject to give consent to any amendmenta receiver, waiver liquidator, trustee, custodian or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 other Person having similar powers or (vd) any Lender becomes a Defaulting "Nonconsenting Lender" (hereinafter defined), then the Borrower may, at its sole expense and effort, upon on five (5) Business Days' prior written notice to the Administrative Agent and such Lender, but without any requirement of the consent of replace such Lender, and the Administrative Agent, require Lender by causing such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject pursuant to the restrictions contained in Section 10.6), subsection 10.6 all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts or other entity selected by the Borrower and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of such assignmentLender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 2.16 as though such Loans were being paid instead of being purchased); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of no right to replace the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedAgent, (ii) such neither the Administrative Agent nor any Lender shall have received payment of an amount equal any obligation to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable Borrower to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)find a replacement Lender, (iii) in the case event of any such assignment resulting from a claim replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts under one of the subsections described in clause (a) above, in order for compensation under Section 2.12 or payments required the Borrower to be made pursuant entitled to Section 2.13replace such a Lender, such assignment will result replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in a reduction in such compensation or payments clause (a) above, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to its replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of any assignment resulting from a Non-Extending replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to Section this subsection 2.17, so long as the Borrower shall pay such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, additional amounts to such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than prior to such Non-Extending Lender being so replaced; provided replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that after giving effect (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Credit Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of subsection 10.1 and (z) the Required Lenders have agreed to such assignmentconsent, the Total Revolving Commitments waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as deemed a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply"Nonconsenting Lender."

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then (y) upon the Borrower mayoccurrence of an event giving rise to the operation of Section 3.01(a)(ii) or (iii), at its sole expense and effort, upon notice Section 3.01(c) or Section 4.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.10(b), the Company shall have the right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees, but without any requirement none of whom shall constitute a Defaulting Lender at the consent time of such replacement (collectively, the “Replacement Lender, ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent, require ’s consent would be required for an assignment to such Replacement Lender pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment12.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 3.04, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to Section 12.04(c) to be paid by the prior written consent Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued all outstanding Loans of the respective Replaced Lender and (II) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable to it hereunder, from the assignee (owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 3.04, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in Administrative Agent and the amount of Revolving Commitments pursuant to Section 2.1(b). A Replacement Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result effective for purposes of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.this Section 3.04

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, or (iiic) any Lender fails to give has not approved a proposed waiver or amendment requiring 100% approval or consent to any amendmentfrom the affected Lenders but which has been approved by the Majority Lenders (or, in the case of a consent, waiver or modification requiring the consent of amendment involving all Lenders or all affected with respect to a certain Class, the Majority Facility Lenders and as with respect to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lendersuch Class), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursementssubject to the assignment, as if the payment of the Loans on such date were an optional or mandatory prepayment, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents with respect to the Loans being assigned, from the assignee (to the extent of such outstanding principal and accrued interest and accrued fees) or the Borrower (in the case of all other amounts)Borrower, (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any such assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on becoming a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentconsenting Lender, the Total Revolving Commitments applicable assignee shall have agreed to, and shall be no greater than sufficient (together with all other consenting Lenders) to cause the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseadoption of, the circumstances entitling applicable waiver or amendment of the Borrower to require such assignment and delegation cease to applyLoan Documents.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.17, (iii) if any Lender fails to give does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or modification requiring any other Loan Document that requires the consent of all each of the Lenders or all each of the Lenders affected Lenders and thereby (so long as to which Lenders constituting the consent of the Required Lenders have so consented, (ivhas been obtained) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.610.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and and, if an L/C a Commitment is being assigned, the Issuing LendersLender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.15 or payments required to be made pursuant to Section 2.132.17, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, and such Lender has not prevented such required payment by designating a different lending office in accordance with Section 5.04, (iiic) any Lender fails to give is a Defaulting Lender, (d) the Super Majority Lenders have provided their consent to increase the Borrowing Base pursuant to Section 2.07(c)(iii), but any amendmentLender has not provided such consent, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (ive) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved has given notice pursuant to Section 2.17 5.06 that it is unable to make or (v) any Lender becomes a Defaulting Lendermaintain Eurodollar Loans but Lenders constituting Majority Lenders have not given such notice, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative AgentAgent (and in the case of clause (d) above, within thirty (30) days of the effectiveness of the redetermination of the Borrowing Base pursuant to Section 2.07(d)), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect the Borrower shall have paid to any replacement the Administrative Agent the assignment fee specified in Section 12.04(b)(ii)(C), (ii) if such assignee is not already a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Bank, which consent shall not unreasonably be withheld or delayedwithheld, (iiiii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents (including any amounts under Section 5.02), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiiv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments payments, (v) such assignment does not conflict with applicable law; and (ivvi) in the case of any assignment resulting from a Non-Extending Lender pursuant not consenting to Section 2.17, so long increase the Borrowing Base as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth described in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentd), the Total Revolving Commitments applicable assignee shall be no greater than have consented to the Total Revolving Commitments immediately prior to giving effect thereto, subject to any applicable increase in of the amount of Revolving Commitments pursuant to Section 2.1(b)Borrowing Base. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ix) any Lender requests compensation under Section 2.12defaults in its obligations to make Loans, (iiy) any Lender refuses to give timely consents to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 11.1 but which requires the approval of one or more additional Lenders to become effective in accordance with such Section or (z) any Lender is owed increased costs under Sections 3.9 or 3.10 which in the judgment of the Borrower are material in amount and which are not otherwise requested by Lenders constituting at least the Required Lenders (assuming for this purpose that the percentage in such definition was 80%), the Borrower shall have the right, if no Event of Default then exists and, in the case of a Lender described in clause (z) above, such Lender has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is required not material) such increased cost, to pay any additional amount to any replace such Lender (the “Replaced Lender”) with one or any Governmental Authority for more other Eligible Transferee or Transferees (collectively, the account of any Lender pursuant to Section 2.13, (iii“Replacement Lender”) any Lender fails to give consent to any amendment, waiver or modification requiring with the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegatewhich consent shall not be unreasonably withheld or delayed, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section, the Borrower Replacement Lender shall have received enter into an Assignment and Acceptance pursuant to which the prior written consent Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, (ii) such pay to the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender and the Borrower or Replacement Lender shall pay any fees and payable in connection with such assignment pursuant to Section 11.6, (ii) all other amounts payable to it hereunder, from obligations of the assignee (Borrower owing to the extent 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 outstanding principal Replaced Lender concurrently with such replacement and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) and in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made replacement pursuant to Section 2.13clause (y) above, the Replacement Lender shall approve the proposed changes, waivers, discharges or terminations at the time of such replacement. Upon the execution of the respective assignment will result documentation, the payment of amounts referred to in a reduction in such compensation or payments clauses (i) and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewithand, such Non-Extending if so requested by the Replacement Lender, delivery to the Replacement Lender may be replaced on of the appropriate Notes executed by the Borrower, the Replacement Lender shall become a non-pro-rata basis Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect respect to indemnification provisions under this Agreement, which shall survive as to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyReplaced Lender.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.7A or 2.7B, (ii) the or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.7E, (iii) or if any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, or if any Lender has determined that it is unable to make, maintain or continue its Fixed Rate Loans in accordance with Section 2.6C hereof, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 10.610.1), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower Borrowers shall have received the prior written consent of paid to the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lendersassignment fee specified in Section 10.1B(i)(e), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.6D) from the assignee such Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts), (iii) such Eligible Assignee is able to make, maintain or continue, as applicable, Fixed Rate Loans, (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.7A or 2.7B or payments required to be made pursuant to Section 2.132.7E, such assignment will result in a reduction in such compensation or payments thereafter, and (ivv) in the case of any such assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis does not conflict with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)Applicable Laws. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.16, (iii) or if any Lender fails defaults in its obligation to give consent to fund Loans hereunder or (ii) the Borrower shall seek any amendment, modification or waiver of any provision of this Agreement or modification requiring any Security Document that shall require under Section 10.02 (or the terms of such Security Document) the consent of all each Lender, and any Lender shall not consent thereto at a time when Lenders or all affected Lenders having Revolving Exposures, outstanding Term Loans and as to which Lenders constituting unused Commitments representing at least 66 2/3% of the Required Lenders sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at such time have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderconsented thereto, then the Borrower may, with respect to any such Lender identified in the foregoing clauses (i) or (ii) (in any case, a “Subject Lender”), at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Subject Lender and the Administrative Agent, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 10.610.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Subject Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.16, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Subject Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Subject Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation under this Section 10.04(i) cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.123.04, (iib) the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.133.01, (iiic) any Lender fails delivers a notice pursuant to give Section 3.02, (d) a Lender does not consent to a proposed change, waiver, discharge or termination with respect to any amendment, waiver or modification requiring the Loan Document that requires unanimous consent of all Lenders or all affected Lenders and as to which Lenders constituting that has been approved by the Required Lenders have so consentedas provided in Section 10.01, (ive) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, then or (f) any Lender has failed to consent to an Extension Offer pursuant to Section 2.18, the Parent Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require replace such Lender by causing such Lender to assign its Loans and delegateCommitments (with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.06(b) to one or more other Lenders or Eligible Assignees procured by the Parent Borrower. Upon the making of any such assignment, without recourse the Parent Borrower shall (x) pay in accordance with full any amounts payable pursuant to Section 3.05 and subject (y) provide appropriate assurances and indemnities (which may include letters of credit) to the restrictions contained L/C Issuers, the Swing Lender and the Administrative Agent, as applicable, as may reasonably be required with respect to any continuing obligation to fund participation interests in Section 10.6)any Letter of Credit Usage, all its interestsSwing Loans and Extraordinary Advances then outstanding; provided, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lenderhowever, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, each such assignment made as a result of a demand by the Parent Borrower shall have received be arranged by the prior written consent of Parent Borrower after consultation with the Administrative Agent (and if shall be an L/C Commitment is being assigned, assignment or assignments pursuant to Section 10.06(b) of all of the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, rights and obligations of the assigning Lender under this Agreement and (ii) no Lender shall be obligated to make any such assignment pursuant to Section 10.06(b) as a result of a demand by the Parent Borrower unless and until such Lender shall have received payment of one or more payments from either the Parent Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of its Revolving Loans and participations in L/C Disbursementsthe advances owing to such Lender, together with accrued interest thereon, accrued fees thereon to the date of payment of such principal amount and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyunder this Agreement.

Replacement of Lenders. If In the event (i) any Lender requests or the Issuing Bank delivers a certificate requesting compensation under pursuant to Section 2.122.11(a) or (b), (ii) any Lender or the Borrower is Issuing Bank delivers a notice described in Section 2.11(e), (iii) the Borrowers are required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority for the on account of any Lender or the Issuing Bank pursuant to Section 2.132.14, (iiiiv) any Lender fails refuses to give consent to any amendment, waiver or other modification requiring of any Loan Document requested by the Borrowers that requires the consent of all one hundred (100%) percent of the Lenders or one hundred (100%) percent of all affected Lenders and as which, in each case, has been consented to which Lenders constituting by the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower Borrowers may, at its their sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 11.04(b)), upon notice to such Lender, but without any requirement of Lender or the consent of such Lender, Issuing Bank and the Administrative Agent, require such Lender or the Issuing Bank to assign transfer and delegateassign, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.04), all of its interests, rights and obligations under this Agreement to an assignee that Eligible Assignee which shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that provided, that, (iw) except in the case of clause (iv) above if the effect of such amendment, waiver or other modification of the applicable Loan Document would cure any Default then ongoing, no Default shall have occurred and be continuing, (x) such assignment shall not conflict with respect to any replacement Lenderapplicable Legal Requirement, (y) the Administrative Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assignedAgent, the Issuing Lenders)Bank and the Swingline Lender, which consent shall not unreasonably be withheld or delayed, and (iiz) the Borrowers or such Lender assignee shall have received payment of paid to the affected Lender or the Issuing Bank in immediately available funds an amount equal to the outstanding sum of the principal of its Revolving and interest and any prepayment premium or penalty (if any) accrued to the date of such payment on the outstanding Loans or LC Disbursements of such Lender or the Issuing Bank, respectively, affected by such assignment plus all Fees and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable owing to it hereunder, from or accrued for the assignee (to the extent account of such outstanding principal Lender or such Issuing Bank hereunder (including any amounts under Sections 2.11 and accrued interest 2.12); provided further that, if prior to any such transfer and fees) assignment the circumstances or event that resulted in such Lender’s or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.12 2.11(a) or payments required to be made (b) or notice under Section 2.11(e) or the amounts paid pursuant to Section 2.132.14, as the case may be, cease to cause such assignment will Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.11(e), or cease to result in amounts being payable under Section 2.14, as the case may be (including as a reduction in result of any action taken by such Lender or the Issuing Bank pursuant to clause (a) of this Section 2.15), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.11(a) or payments and (ivb) in respect of such circumstances or event or shall withdraw its notice under Section 2.11(e) or shall waive its right to further payments under Section 2.14 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case of any assignment resulting from a Non-Extending may be, then such Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and delegation ifthe Issuing Bank hereby grants to the Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender and the Issuing Bank as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s or otherwisethe Issuing Bank’s interests hereunder in the circumstances contemplated by this Section 2.15(b). After the replacement of an Issuing Bank hereunder, the circumstances entitling replaced Issuing Bank shall remain a party hereto and shall continue to have all the Borrower rights and obligations of an Issuing Bank under this Agreement with respect to require Letters of Credit issued by it prior to such assignment and delegation cease replacement, but shall not be required to applyissue any additional Letters of Credit.

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then (y) upon the Borrower mayoccurrence of an event giving rise to the operation of Section 3.01(a)(ii) or (iii), at its sole expense and effort, upon notice Section 3.01(c) or Section 5.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Company shall have the right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees, but without any requirement none of whom shall constitute a Defaulting Lender at the consent time of such replacement (collectively, the “Replacement Lender, ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent, require ’s consent would be required for an assignment to such Replacement Lender pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment13.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 3.04, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to Section 13.04(c) to be paid by the prior written consent Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued all outstanding Loans of the respective Replaced Lender and (II) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable to it hereunder, from the assignee (owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 3.04, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Total Revolving Commitments immediately prior Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 3.04 and Section 13.04. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to giving effect theretoin clauses (i) and (ii) above, subject to any increase in recordation of the amount of Revolving Commitments assignment on the Register pursuant to Section 2.1(b). A 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, (x) the Replacement Lender shall not be required become a Lender hereunder and the Replaced Lender shall cease to make constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 3.01, 3.02, 5.01, 12.07 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04, each Borrower hereby irrevocably authorizes the Company to take all necessary action, in the name of such assignment and delegation if, prior theretoBorrower, as a result described above in this Section 3.04 in order to effect the replacement of a waiver by such the respective Lender or otherwise, Lenders in accordance with the circumstances entitling the Borrower to require such assignment and delegation cease to applypreceding provisions of this Section 3.04.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.16, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (iiia) any Lender fails to give consent to any amendmentabove, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) if any Lender becomes a Defaulting LenderLender or is a non-consenting Lender (that the Borrower is permitted to replace as provided in Section 9.02(d)), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 and Section 2.16) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and and, if an L/C a Multicurrency Revolving Commitment is being assigned, the Issuing LendersBank), which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and feesprincipal) or the Borrower (in the case of accrued interest and fees and all other amounts, including, without limitation, any amounts under Section 2.15), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.16, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from as a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on result of a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending consenting Lender being so replaced; (that the Borrower is permitted to replace as provided that after giving effect to such assignmentin Section 9.02(d)), the Total Revolving Commitments applicable assignee shall be no greater than have consented to the Total Revolving Commitments immediately prior to giving effect theretoapplicable amendment, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)waiver or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.124.8, or (ii) the a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.133.11, or (iii) any Lender fails to give Lender, whose consent to is required in connection with any proposed amendment, waiver waiver, or modification requiring consent hereunder that requires the consent of all Lenders or all affected Lenders and as to which the consent of Majority Lenders constituting the Required Lenders have so consentedis obtained, does not consent to such proposed amendment, waiver, or consent, or (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, then the Borrower Loan Parties may, at its their sole expense and efforteffort (including any processing and recordation fee required to be paid in accordance with this Section 13.5), upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 10.613.5), all of its interests, rights and obligations under this Agreement to an assignee selected by the Loan Parties that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ia) with respect to any replacement Lender, the Borrower Loan Parties shall have received the prior written consent consents of the Administrative Agent (and, in the event of an assignment of Revolving Credit Commitments and if an L/C Commitment is being assigned, the Issuing Lenders)Bank, which consent consents shall not unreasonably be withheld or delayedwithheld, (iib) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to the extent of such outstanding principal and principal, accrued interest and fees) or the Borrower Loan Parties (in the case of all other amounts), (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13clause (i) or (ii) above, such assignment will result in a material reduction in such compensation or payments and payments, (ivd) in the case of any such assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (iiiii) above in connection therewithabove, all such Nonnon-Extending Lender may consenting Lenders shall be replaced on a non-pro-rata basis with lenders having greater and, at the time of such replacement, each such new Lender consents to the proposed amendment, waiver, or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, consent and (e) the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments assignor under an assignment pursuant to Section 2.1(b)this subsection 13.5.6 need not execute an Assignment and Acceptance Agreement. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Loan Parties to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.1212.8 of this Agreement and/or Exhibit 3 attached hereto (other than a LIBOR Rate Loan Prepayment Fee), (iib) the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority Government for the account of any Lender pursuant to Section 2.1312.20 of this Agreement, (iiic) any a Lender fails to give (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any amendment, waiver or modification requiring Loan Document that has been approved by the Required Lenders but requires unanimous consent of all Lenders or all Lenders directly affected Lenders and thereby (as to which Lenders constituting the Required Lenders have so consented, applicable) or (ivd) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6)recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); , provided that that: (i) with respect to any replacement Lender, the Borrower Borrowers shall have received the prior written consent of paid, or caused to be paid, to the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, assignment fee; (ii) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLetters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts), ; (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 Exhibit 3 attached hereto or payments required to be made pursuant to Section 2.13Exhibit 3 attached hereto, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with Applicable Laws; and (ivv) in the case of any such assignment resulting from a Non-Extending Lender pursuant Consenting Lender’s failure to Section 2.17consent to a proposed change, so long as waiver, discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, Consenting Lender to execute and deliver an assignment shall not impair the validity of the removal of such Non-Extending Consenting Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than and the mandatory assignment of such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Consenting Lender’s Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase and outstanding Loans and participations in the amount Letters of Revolving Commitments Credit and Swing Line Loans pursuant to this Section 2.1(b)shall nevertheless be effective without the execution by such Non-Consenting Lender of an assignment. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.14, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender Lenders pursuant to Section 2.132.15, (iiic) any Lender is a Defaulting Lender, or if any Lender fails to give consent to execute and deliver any amendment, consent or waiver to any Loan Document requested by the Borrower by the date specified by the Borrower (or modification requiring gives the Borrower or the Administrative Agent written notice prior to such date of its intention not to do so), which amendment, consent of or waiver is required to be executed by all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consentedLenders, (ivd) any Lender fails shall fail to agree to extend its Revolving the Commitment pursuant to an extension otherwise approved Termination Date pursuant to Section 2.17 2.21, or (ve) any Lender becomes a Defaulting so long as no Event of Default has occurred and is continuing, the Borrower shall give 15 Business Days’ prior written notice to the Administrative Agent and the applicable Lender, then then, in each case, the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (Agent, each Issuing Bank and if an L/C Commitment is being assigned, the Issuing Lenders)Swing Line Lender, which consent consents shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsDisbursements and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)Borrower, as applicable, (iii) if any such Lender is an Issuing Bank and any Letters of Credit issued by such Issuing Bank under this Agreement remain outstanding, the Borrower shall deposit cash collateral with such Issuing Bank in an amount equal to the aggregate face amount of such Letters of Credit upon terms reasonably satisfactory to such Issuing Bank to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements satisfactory to such Issuing Bank with respect to such Letters of Credit, including other credit support, (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.15, such assignment will result in a reduction in such compensation or payments and payments, (ivv) in the case of any assignment resulting from a Non-Extending Lender pursuant failing to Section 2.17execute and deliver any amendment, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater consent or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentwaiver requested by the Borrower, the Total Revolving Commitments shall be no greater than applicable amendment, consent or waiver has been approved by the Total Revolving Commitments immediately prior to giving effect theretoRequired Lenders, subject to any increase in and (vi) if the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall assignee is not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwiseanother Lender, the circumstances entitling the Borrower to require such assignment Administrative Agent shall have received a registration and delegation cease to applyprocessing fee of $3,500.

Replacement of Lenders. If (ix) any Upon the occurrence of an event giving rise to the operation of Section 2.10(a)(ii) or (iii), Section 2.10(c) or Section 5.04 with respect to such Lender requests compensation under or (y) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders or the Majority Lenders of a given Tranche, as applicable, as (and to the extent) provided in Section 2.1213.12(b), (ii) the Borrower is shall have the right, if no Event of Default then exists (or, in the case of preceding clause (y), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) under the applicable Tranches with one or more other Eligible Transferees (collectively, the “Replacement Lender”) and each of whom shall be required to pay any additional amount be reasonably acceptable to any Lender or any Governmental Authority the Administrative Agent (to the extent the Administrative Agent’s consent would be required for the account of any an assignment to such Replacement Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment13.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Borrower and/or the Replacement Lender (as may be agreed to at such time among the Borrower and the Replacement Lender)) pursuant to which the Replacement Lender shall have received the prior written consent acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Term Loans under the applicable Tranches of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued fees all outstanding Term Loans under the applicable Tranches of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all other amounts payable to it hereunderaccrued, from the assignee (but theretofore unpaid, Fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Total Revolving Commitments immediately prior Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to giving effect theretoin clauses (i) and (ii) above, subject to any increase in recordation of the amount of Revolving Commitments assignment on the Register pursuant to Section 2.1(b). A 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall not be required become a Lender hereunder and the Replaced Lender shall cease to make constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 2.13, the Borrower hereby irrevocably authorizes Holdings to take all necessary action, in the name of such assignment and delegation if, prior theretoBorrower, as a result described above in this Section 2.13 in order to effect the replacement of a waiver by such the respective Lender or otherwise, Lenders in accordance with the circumstances entitling the Borrower to require such assignment and delegation cease to applypreceding provisions of this Section 2.13.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.11 or 2.14, (iib) the any Borrower is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.132.14, (iiic) any Lender fails asserts illegality pursuant to give consent Section 2.12, (d) any Lender is a Defaulting Lender or (e) any Lender has not agreed to any amendment, waiver or modification requiring consent for which (x) the consent of all of the Lenders is required and (y) Lenders owed or holding at least 50% of the sum of all affected Lenders outstanding Revolving Credit Advances and as Term Advances plus the aggregate Unused Revolving Credit Commitments have agreed to which Lenders constituting the Required Lenders have so consentedsuch amendment, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 waiver or (v) any Lender becomes a Defaulting Lenderconsent, then the Borrower Company may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 10.69.07), all of its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) each such assignment shall be arranged by the Company after consultation with respect to any replacement Lender, the Borrower Agent and shall have received the prior written consent be either an assignment of all of the Administrative Agent (rights and if obligations of the assigning Lender under this Agreement or an L/C Commitment is being assigned, assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the Issuing Lenders), which consent shall not unreasonably be withheld or delayedrights and obligations of the assigning Lender under this Agreement, (ii) no Lender shall be obligated to make any such assignment unless and until such Lender shall have received payment of one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount equal to the aggregate outstanding principal amount of its Revolving Loans and participations in L/C Disbursementsthe Advances owing to such Lender, together with accrued interest thereon, accrued fees thereon to the date of payment of such principal amount and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal Lender under this Agreement and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case no Event of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to Default shall have occurred and be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)continuing. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender gives notice under Section 2.13, (b) any Lender requests compensation under Section 2.122.14, (iic) the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.16, (iiid) any Lender fails to give consent to is a Defaulting Lender or (e) in connection with any proposed amendment, modification, termination, waiver or modification requiring consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders shall have so consented, been obtained but the consent of one or more of such other Lenders (iveach a “Non-Consenting Lender”) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderwhose consent is required shall not have been obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16, as applicable) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if to the extent such consent is required for an L/C Commitment is being assigned, the Issuing Lendersassignment to such Replacement Lender pursuant to Section 10.4(b)), which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a notice under Section 2.13, a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.16, such assignment will result in elimination of the applicable illegality or a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon receipt by the Lender being replaced of all amounts required to be paid by it pursuant to this Section 2.20, such Lender shall execute an Assignment and Acceptance within two Business Days of the date on which the Replacement Lender executes and delivers such Assignment and Assumption to the Lender (or such executed Assignment and Assumption is delivered by the Administrative Agent on behalf of the Replacement Lender). If the Lender does not execute such Assignment and Acceptance within such two Business Days, then such Lender shall be deemed to have executed and delivered the Assignment and Assumption without any action on the part of the Lender and the Assignment and Assumption so executed by the Replacement Lender shall be effective for the purposes of this Section 2.20 and Section 10.4.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (vc) any Lender becomes a Defaulting Lender, (d) any Lender has not approved (or is not deemed to have approved) an increase in the Borrowing Base proposed by the Administrative Agent pursuant to Section 2.07(c)(iii), or (e) any Lender has not approved a proposed waiver or amendment requiring 100% approval or consent (other than an increase in the Borrowing Base) but which has been approved by Lenders holding 50% or more of the then outstanding Commitments, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments and (iv) or will result in the case approval of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyproposed Borrowing Base.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, (iiic) any Lender is a Defaulting Lender, (d) any Lender fails to give provide its consent to any amendment, waiver increase or modification requiring maintain the consent of all Lenders or all affected Lenders Borrowing Base pursuant to Section 2.06(c)(iii) and as to which Lenders constituting the Required Lenders have so consented, provided their consent to increase or maintain the Borrowing Base pursuant to Section 2.06(c)(iii) or (ive) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approve a proposed waiver, consent or amendment which has been approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderby the Majority Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative AgentAgent (and, require in the case of clause (d) above, within thirty (30) days of the effectiveness of the redetermination of the Borrowing Base pursuant to Section 2.06(d)), require, in the case of clauses (a) through (c) above, such Lender (and, in the case of clause (d) above, within thirty (30) days of the effectiveness of the redetermination of the Borrowing Base pursuant to Section 2.06(d)) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(a)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Banks, which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsReimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Lender (other than a Defaulting Lender) shall not be required to make any such assignment and delegation if such Lender (or its Affiliate) is a Secured Swap Party with any outstanding Secured Swap Agreement, unless on or prior thereto, all such Swap Agreements have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.16, and, in each case, such Lender has not designated a different lending office in accordance with clause (iiia) any Lender fails to give consent to any amendmentabove, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) if any Lender becomes a Defaulting LenderLender or is a Non-Consenting Lender (as provided in Section 9.02(d)), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 and 2.16) and obligations under this Agreement and the related Loan Documents to an assignee (which has met the restrictions contained in Section 9.04 and has received the required consents under Section 9.04) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and and, if an L/C a Commitment is being assigned, the Issuing LendersBank and the Swingline Lender), which consent shall not unreasonably be withheld withheld, conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.16, such assignment will result in a reduction in or elimination of such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, if prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then (y) upon the Borrower mayoccurrence of an event giving rise to the operation of Section 3.01(a)(ii) or (iii), at its sole expense and effort, upon notice Section 3.01(c) or Section 5.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Lead Borrower shall have the right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, but without any requirement none of whom shall constitute a Defaulting Lender at the consent time of such replacement (collectively, the “Replacement Lender, ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent, require ’s consent would be required for an assignment to such Replacement Lender pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment13.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 3.04, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the prior written consent Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued fees all outstanding Loans of the respective Replaced Lender and (II) an amount equal to all other amounts payable to it hereunderaccrued, from the assignee (but theretofore unpaid, Fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 3.04, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Total Revolving Commitments immediately prior Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 3.04 and Section 13.04. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to giving effect theretoin clauses (i) and (ii) above, subject to any increase in recordation of the amount of Revolving Commitments assignment on the Register pursuant to Section 2.1(b). A 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, (x) the Replacement Lender shall not be required become a Lender hereunder and the Replaced Lender shall cease to make constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 3.01, 3.02, 5.01, 12.07 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04, each Borrower hereby irrevocably authorizes Holdings to take all necessary action, in the name of such assignment and delegation if, prior theretoBorrower, as a result described above in this Section 3.04 in order to effect the replacement of a waiver by such the respective Lender or otherwise, Lenders in accordance with the circumstances entitling the Borrower to require such assignment and delegation cease to applypreceding provisions of this Section 3.04.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (vc) any Lender becomes a Defaulting Lender, (d) any Lender has not approved an increase in the Borrowing Base proposed by the Administrative Agent pursuant to Section 2.07(c)(iii), or (e) any Lender has not approved a proposed waiver or amendment requiring 100% approval or consent (other than an increase in the Borrowing Base) but which has been approved by Lenders holding 50% or more of the then outstanding Commitments, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments and (iv) or will result in the case approval of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyproposed Borrowing Base.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.18, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.20, (iiib) any Lender fails to give consent to is a Defaulting Lender, (c) in connection with any proposed amendment, modification, termination, waiver or modification requiring consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders shall have so consentedbeen obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, (ivd) any Lender fails to extend its Revolving Commitment pursuant to does not accept an extension otherwise approved pursuant to Section 2.17 Extension Offer, or (ve) any Lender becomes under a Defaulting LenderRefinanced Facility does not participate in the applicable Replacement Facility, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.18 or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any assignment resulting from a Non-Extending Consenting Lender, each Replacement Lender pursuant to Section 2.17shall consent, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to at the time of such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase each matter in the amount respect of Revolving Commitments pursuant to Section 2.1(b)which such terminated Lender was a Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If In the event (i) any Lender requests or the Issuing Bank delivers a certificate requesting compensation under pursuant to Section 2.122.12(a) or (b), (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.12(e), (iii) Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority for the on account of any Lender or the Issuing Bank pursuant to Section 2.132.15, (iiiiv) any Lender fails refuses to give consent to any amendment, waiver or other modification requiring of any Loan Document requested by Borrower that requires the consent of all each affected Lender or a greater percentage of Lenders or all affected than the Required Lenders and as to which Lenders constituting the Required Lenders have so consentedgranted consent, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderor the Issuing Bank defaults in its obligations to make Loans or issue Letters of Credit, then as the case may be, or other extensions of credit hereunder, Borrower may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 11.04(b)), upon notice to such Lender, but without any requirement of Lender or the consent of such Lender, Issuing Bank and the Administrative Agent, require such Lender or the Issuing Bank to assign transfer and delegateassign, without recourse (in accordance with and subject to the restrictions contained in Section 10.611.04), all of its interests, rights and obligations under this Agreement to an assignee that which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (iA) such assignment shall not conflict with respect to any replacement Lenderapplicable Legal Requirement, the (B) Borrower shall have received the prior written consent of the Administrative Agent (and and, if an L/C a Revolving Commitment is being assigned, the prior written consent of the Issuing LendersBank and the Swingline Lender), which consent shall not unreasonably be withheld or delayed, and (iiC) Borrower or such Lender assignee shall have received payment of paid to the affected Lender or the Issuing Bank in immediately available funds an amount equal to the outstanding sum of the principal of its Revolving and interest and any prepayment premium or penalty (if any) accrued to the date of such payment on the outstanding Loans or LC Disbursements of such Lender or the Issuing Bank, respectively, affected by such assignment plus all Fees and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable owing to it hereunder, from or accrued for the assignee (to the extent account of such outstanding principal Lender or such Issuing Bank hereunder (including any amounts under Sections 2.12 and accrued interest 2.13); provided, further that, if prior to any such transfer and fees) assignment the circumstances or event that resulted in such Lender’s or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a Issuing Bank’s claim for compensation under Section 2.12 2.12(a) or payments required to be made (b) or notice under Section 2.12(e) or the amounts paid pursuant to Section 2.132.15, as the case may be, cease to cause such assignment will Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.12(e), or cease to result in amounts being payable under Section 2.15, as the case may be (including as a reduction in result of any action taken by such Lender or the Issuing Bank pursuant to paragraph (a) of this Section 2.16), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.12(a) or payments and (ivb) in respect of such circumstances or event or shall withdraw its notice under Section 2.12(e) or shall waive its right to further payments under Section 2.15 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case of any assignment resulting from a Non-Extending may be, then such Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and delegation ifthe Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, prior thereto, as a result on behalf of a waiver by such Lender and the Issuing Bank as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s or otherwise, the Issuing Bank’s interests hereunder in the circumstances entitling the Borrower to require such assignment and delegation cease to applycontemplated by this Section 2.16(b).

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then (y) upon the Borrower mayoccurrence of an event giving rise to the operation of Section 2.10(a)(ii) or (iii), at its sole expense and effort, upon notice Section 2.10(c) or Section 5.04 or Section 13.01(a)(ii) with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, but without any requirement none of whom shall constitute a Defaulting Lender at the consent time of such replacement (collectively, the “Replacement Lender, ”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent (to the extent the Administrative Agent, require ’s consent would be required for an assignment to such Replacement Lender pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment13.04); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 2.13, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the prior written consent Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Lead Borrower, the Replacement Lender and the Replaced Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Term Loans of, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (I) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued fees all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all other amounts payable to it hereunderaccrued, from the assignee (but theretofore unpaid, Fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.17, so long as 4.01 and (ii) all obligations of the Borrowers due and owing to the Replaced Lender at such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth time (other than those specifically described in clause (iii) above in connection therewithrespect of which the assignment purchase price has been, such Non-Extending Lender may or is concurrently being, paid) shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect paid in full to such assignmentReplaced Lender concurrently with such replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Total Revolving Commitments immediately prior Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to giving effect theretoin clauses (i) and (ii) above, subject to any increase in recordation of the amount of Revolving Commitments assignment on the Register pursuant to Section 2.1(b). A 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, (x) the Replacement Lender shall not be required become a Lender hereunder and the Replaced Lender shall cease to make constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to facts and circumstances occurring prior to the effective date of such replacement. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 2.13, each Borrower hereby irrevocably authorizes Holdings to take all necessary action, in the name of such assignment and delegation if, prior theretoBorrower, as a result described above in this Section 2.13 in order to effect the replacement of a waiver by such the respective Lender or otherwise, Lenders in accordance with the circumstances entitling the Borrower to require such assignment and delegation cease to applypreceding provisions of this Section 2.13.

Replacement of Lenders. If If, at any time (ia) the Borrowers become obligated to pay additional amounts described in Sections 2.13 or 2.14 as a result of any conditions described in such Sections, (b) any Lender requests compensation under Section 2.12becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (vc) any Lender becomes a Defaulting "Nonconsenting Lender" (as defined below in this Section 2.17) or (d) any Lender becomes a Non-Funding Lender, then the Borrower Borrowers may, at its sole expense and effort, upon on ten Business Days' prior written notice to the Administrative Agent and such Lender, but without any requirement of the consent of replace such Lender, and the Administrative Agent, require Lender by causing such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject pursuant to the restrictions contained in Section 10.6), 9.4(b) all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts or other entity selected by the Borrowers and reasonably acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of such assignment)Lender's Loans and all accrued interest and fees and other amounts payable hereunder; provided that (i) with respect to any replacement Lender, the Borrower Borrowers shall have received the prior written consent of no right to replace the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedAgent, (ii) such neither the Administrative Agent nor any Lender shall have received payment of an amount equal any obligation to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all Borrower to find a replacement Lender or other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)entity, (iii) in the case event of any such assignment resulting from replacement of a claim Nonconsenting Lender or a Lender to which the Borrowers become obligated to pay additional amounts pursuant to clause (a) of this Section, in order for compensation under Section 2.12 or payments required the Borrowers to be made pursuant entitled to Section 2.13replace such a Lender, such assignment will result replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrowers and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in a reduction in such compensation or payments clause (a) of this Section, as the case may be and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any assignment resulting from provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the consent of all Lenders and (z) the Required Lenders have agreed to such consent, waiver or amendment, then any such Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender". The Borrower's right to replace a Non-Extending Funding Lender pursuant to this Section 2.172.17 is, so long as and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth Funding Lender under this Agreement, at law, in clause (ii) above in connection therewithequity, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applystatute.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.125.01, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, (iii) any Lender fails defaults in its obligation to give consent to any amendmentfund Loans hereunder, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails has not approved (or is not deemed to extend its Revolving Commitment pursuant to have approved) an extension otherwise approved increase in the Borrowing Base proposed by the Administrative Agent pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender2.07(c)(iii), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, (A) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)) or (B) require such Lender to be removed as a Lender under this Agreement and the other Loan Documents with a corresponding reduction in the Aggregate Maximum Credit Amount equal to the Maximum Credit Amount of such Lender; provided that (i1) with respect to any replacement Lenderif a Lender is removed as a Lender hereunder, the Borrower has paid such Lender all amounts due and owing under this Agreement and the other Loan Documents, including, without limitation, all principal, accrued interest, fees and breakage costs, (2) in the case of a required assignment of interest, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld or delayedwithheld, (ii3) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii4) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.18, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for of the account of any Lender pursuant to Section 2.132.20, (iii) or if any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b), ) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, Lender if a such Lender accepts such assignment); provided provided, that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assignedAgent, to the Issuing Lendersextent required under Section 10.4(a), which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any such assignment resulting from the status of such Lender as a Non-Extending Lender pursuant to Section 2.17Consenting Lender, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, together with any assignment by other Non-Consenting Lenders, will enable the Total Revolving Commitments shall be no greater than Borrower to obtain sufficient consents to cause the Total Revolving Commitments immediately prior applicable amendment, modification or waiver to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)become effective. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.15, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.17, (iii) or if any Lender fails is a Defaulting Lender, or if any Lender shall decline to give consent to any amendmentmodification or waiver hereunder requiring 100% of the Lenders affected thereby (or of an affected Class or of the type set forth in clauses (i) through (vii) of Section 9.02(b)) to consent thereto and, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting in each case, the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderalready consented thereto, then the Borrower may, at its sole expense and effort, upon written notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and and, if an L/C a Revolving Commitment is being assigned, each LC Issuer and the Issuing LendersSwingline Lender), which consent shall not unreasonably be withheld or delayedwithheld, and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations (to the extent funded by such Lender and not subsequently repaid) in L/C DisbursementsLC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in . Upon receipt by the case applicable Lender of any such assignment resulting from a claim for compensation under Section 2.12 or payments all amounts required to be made paid to it pursuant to this Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment2.19(b), the Total Revolving Commitments Administrative Agent shall be no greater than entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Lender, and any such Assignment and Assumption so executed by the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in Administrative Agent and the amount assignee shall be effective for purposes of Revolving Commitments pursuant to this Section 2.1(b)2.19(b) and Section 9.04. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.126.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.136.03, (iiic) any Lender fails to give is a Defaulting Lender, or (d) the Super Majority Revolving Credit Lenders provided their consent to any amendment, waiver increase or modification requiring maintain the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved Borrowing Base pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender2.06(c)(iii), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative AgentAgent (and, require in the case of clause (d) above, within thirty (30) days of the effectiveness of the redetermination of the Borrowing Base pursuant to Section 2.06(d)), require, in the case of clauses (a) through (c) above, such Lender (and, in the case of clause (d) above, within thirty (30) days of the effectiveness of the redetermination of the Borrowing Base pursuant to Section 2.06(d)) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.613.04(a)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Bank, which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsReimbursement Obligations and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 6.01 or payments required to be made pursuant to Section 2.136.03, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Lender shall not be required to make any such assignment and delegation if such Lender is a Secured Swap Party with any outstanding Secured Swap Agreement, unless on or prior thereto, all such Swap Agreements have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation.

Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for Issuing Bank requests compensation, or is entitled to payments, under Section 2.12 or Section 2.13 or is affected in the account of manner described in Section 2.17 and, in each case, such Lender or Issuing Bank has declined or is unable to designate a different lending office in accordance with Section 2.12 or Section 2.13(g), or if any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes Issuing Bank is a Defaulting Lender, then the Borrower Company may, at its sole expense and efforteffort (in the case of a claim for compensation under, or payments pursuant to, Section 2.12 or Section 2.13 or in the case of illegality under Section 2.17) or at the expense and effort of any such Defaulting Lender, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender or Issuing Bank and the Administrative Agent, require such Lender or Issuing Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.12 or Section 2.13) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another LenderLender or Issuing Bank, if a Lender or Issuing Bank accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower Company shall have received the prior written consent of the Administrative Agent (and if an L/C a Commitment is being assigned, the Issuing LendersBanks, to the extent the Administrative Agent’s or Issuing Banks’ consent would have been required for such assignment under Section 9.04(b)), which consent shall not unreasonably be withheld or delayed, (ii) such Lender or Issuing Bank shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under under, or payments pursuant to, Section 2.12 or payments required to be made pursuant to Section 2.132.13 or from illegality under Section 2.17, such assignment will result in a reduction in such compensation or payments and (iv) in or eliminate the illegality, as the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)be. A Lender or Issuing Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or Issuing Bank or otherwise, the circumstances entitling the Borrower Company to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system as to which the Administrative Agent and such parties are participants (“Approved Electronic Platforms”)), and (ii) the Lender or Issuing Bank required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender or Issuing Bank; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required entitled to pay any additional amount to any Lender or any Governmental Authority for the account of replace any Lender pursuant to the provisions of Section 2.133.06, (iii) or if any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender or a Non- Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, and such Lender agrees to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 10.610.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that that: (ia) with respect to any replacement Lender, the Borrower shall have received the prior written consent of paid to the Administrative Agent the assignment fee (and if an L/C Commitment is being assigned, the Issuing Lendersany) specified in Section 10.06(b), which consent shall not unreasonably be withheld or delayed, ; (iib) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ; (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.12 3.04 or payments required to be made pursuant to Section 2.133.01, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with Applicable Laws; and (ive) in the case of any an assignment resulting from a Lender becoming a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Consenting Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments applicable assignee shall be no greater than have consented to the Total Revolving Commitments immediately prior to giving effect theretoapplicable amendment, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)waiver or consent. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.. 10.14

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, (iiic) any Lender is a Defaulting Lender, (d) any Lender fails to give provide its consent to any amendment, waiver increase or modification requiring maintain the consent of all Lenders or all affected Lenders Borrowing Base pursuant to Section 2.06(c)(iii) and as to which Lenders constituting the Required Lenders have so consented, provided their consent to increase or maintain the Borrowing Base pursuant to Section 2.06(c)(iii) or (ive) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approve a proposed waiver, consent or amendment which has been approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderby the Majority Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative AgentAgent (and, require in the case of clause (d) above, within thirty (30) days of the effectiveness of the redetermination of the Borrowing Base pursuant to Section 2.06(d)), require, in the case of clauses (a) through (c) above, such Lender (and, in the case of clause (d) above, within thirty (30) days of the effectiveness of the redetermination of the Borrowing Base pursuant to Section 2.06(d)) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(a)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Banks, which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsReimbursement Obligations and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), ) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, a Lender (other than a Defaulting Lender) shall not be required to make any such assignment and delegation if such Lender (or its Affiliate) is a Secured Swap Party with any outstanding Secured Swap Agreement, unless on or prior thereto, all such Swap Agreements have been terminated or novated to another Person and such Lender (or its Affiliate) shall have received payment of all amounts, if any, payable to it in connection with such termination or novation.

Replacement of Lenders. (x) If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, then (y) upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Lender which results in such Lender charging to the Borrower mayincreased costs in excess of those being generally charged by the Lenders or (z) as provided in Section 13.12(b) in the case of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Lender at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent time of such replacement (collectively, the "Replacement Lender, and ") reasonably acceptable to the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to at the time of any replacement Lenderpursuant to this Section 1.13, the Borrower Replacement Lender shall have received enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (Commitments and if an L/C Commitment is being assignedoutstanding Loans of, and participations in Letters of Credit by, the Issuing Lenders)Replaced Lender and, which consent in connection therewith, shall not unreasonably be withheld or delayed, pay to (iix) such the Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Revolving Loans of, and participations in L/C Disbursements, all accrued interest thereonon, accrued fees all outstanding Loans of the Replaced Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all other amounts payable then unpaid interest with respect thereto at such time and (C) an amount equal to it hereunderall accrued, from the assignee (but theretofore unpaid, Fees owing to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Replaced Lender pursuant to Section 2.173.01 and (y) BTCo an amount equal to such Replaced Lender's Adjusted Percentage (for this purpose, so long determined as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Lender) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations of the 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 Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above in connection therewithand, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Non-Extending Replaced Lender may and (y) the Adjusted Percentages of the Lenders shall be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than automatically adjusted at such Non-Extending Lender being so replaced; provided that after giving time to give effect to such assignment, replacement (and to give effect to the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result replacement of a waiver by such Defaulting Lender with one or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applymore Non-Defaulting Lenders).

Replacement of Lenders. If If, at any time (ia) the Borrower becomes obligated to pay additional amounts described in Sections 2.12 or 2.13 as a result of any conditions described in such Sections, (b) any Lender requests compensation under Section 2.12becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (vc) any Lender becomes a Defaulting "Non- consenting Lender" (as defined below in this Section 2.16) or (d) any Lender becomes a Non-Funding Lender, then the Borrower may, at its sole expense and effort, upon on ten Business Days prior written notice to the Administrative Agent and such Lender, but without any requirement of the consent of replace such Lender, and the Administrative Agent, require Lender by causing such Lender to (and such Lender shall) assign and delegate, without recourse (in accordance with and subject pursuant to the restrictions contained in Section 10.6), 9.4(b) all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts or other entity selected by the Borrower and reasonably acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of such assignment)Lender's Loans and all accrued interest and fees and other amounts payable hereunder; provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of no right to replace the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedAgent, (ii) such neither the Administrative Agent nor any Lender shall have received payment of an amount equal any obligation to the outstanding principal of its Revolving Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all Borrower to find a replacement Lender or other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)entity, (iii) in the case event of any such assignment resulting from replacement of a claim Non-consenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section, in order for compensation under Section 2.12 or payments required the Borrower to be made pursuant entitled to Section 2.13replace such a Lender, such assignment will result replacement must take place no later than 180 days after (A) the date the Non-consenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in a reduction in such compensation or payments clause (a) of this Section, as the case may be and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any assignment resulting from provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the consent of all Lenders and (z) the Required Lenders have agreed to such consent, waiver or amendment, then any such Lender who does not agree to such consent, waiver or amendment shall be deemed a "Non- consenting Lender". The Borrower's right to replace a Non-Extending Funding Lender pursuant to this Section 2.172.16 is, so long as and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth Funding Lender under this Agreement, at law, in clause (ii) above in connection therewithequity, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applystatute.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.125.01, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.135.03, and such Lender has not prevented such required payment by designating a different lending office in accordance with Section 5.04, or (iiic) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved has given notice pursuant to Section 2.17 5.06 that it is unable to make or (v) any Lender becomes a Defaulting Lendermaintain Eurodollar Loans but Lenders constituting Majority Lenders have not given such notice, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.612.04(b)), all its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect the Borrower shall have paid to any replacement the Administrative Agent the assignment fee specified in Section 12.04(b)(ii)(C), (ii) if such assignee is not already a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not unreasonably be withheld or delayedwithheld, (iiiii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents (including any amounts under Section 5.02), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiiv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 5.01 or payments required to be made pursuant to Section 2.135.03, such assignment will result in a reduction in such compensation or payments payments, and (ivv) in the case of any such assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis does not conflict with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)applicable law. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender’s obligation to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, is suspended pursuant to Section 2.16, (b) any Lender requests compensation under Section 2.122.17, (ii) or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.19, (iiic) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, or (d) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender” whose consent is required shall not have been obtained, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.17 or 2.19, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.17 or payments required to be made pursuant to Section 2.132.19, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any assignment resulting from a Non-Extending Consenting Lender, each Replacement Lender pursuant to Section 2.17shall consent, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to at the time of such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase each matter in the amount respect of Revolving Commitments pursuant to Section 2.1(b)which such terminated Lender was a Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (iia)(i)(A) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of indemnify any Lender pursuant to Section 2.13, 4.11 or (iiiB) any Lender fails requests compensation under Section 4.10, and (ii) in the case of Section 4.11, a Lender has declined to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consenteddesignate a different Applicable Lending Office, (ivb) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to invokes Section 2.17 or 4.16, (vc) any Lender becomes a Defaulting Lender, then or (d) any Lender has failed to consent to a proposed amendment, waiver or other modification that, pursuant to the terms of Section 11.1, requires the consent of all the Lenders, or all affected Lenders, and with respect to which the Required Lenders shall have granted their consent, then, in each case, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, at its the sole cost and expense and effortof the Borrower, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions and obligations contained in Section 10.611.7), all of its interests, rights (other than its existing rights to payments pursuant to Sections 4.10 and 4.11) and obligations under this Agreement and the other Loan Documents (or all of its interests, rights and obligations under this Agreement in respect of the Loans or Commitments that are the subject of the related amendment, waiver or other modification) to an assignee that shall assume such obligations (which assignee may be another Lender, if and become a Lender accepts such assignment)pursuant to the terms of this Agreement and the other Loan Documents; provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such transferring Lender shall have received payment of an amount equal to (A) the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, and accrued fees and all other amounts payable to it hereunder, from the assignee Assignee and (B) any additional amounts (including indemnity payments) payable to the extent of such outstanding principal and accrued interest and fees) or it hereunder from the Borrower and (in the case of all other amounts), (iiiii) in the case of any a transferring Lender that is also an Issuing Lender, the Letters of Credit issued by such assignment resulting from transferring Lender shall have been cash collateralized or backed by a claim for compensation under Section 2.12 letter of credit or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting other credit support from a Non-Extending Defaulting Lender or other bank reasonably acceptable to the transferring Lender, in each case, on terms and conditions reasonably satisfactory to such transferring Lender; provided, further, that, if, upon such demand by the Borrower, such Lender elects to waive its request for additional compensation pursuant to Sections 4.10 or 4.11, or consents to the proposed amendment, waiver or other modification, the demand by the Borrower for such Lender to so assign all of its rights and obligations under this Agreement shall thereupon be deemed withdrawn. Nothing in this Section 2.174.17 shall affect or postpone any of the rights of any Lender or any of the Obligations of the Borrower under any of the foregoing provisions of Sections 4.10, so long 4.11 or 4.16 in any manner. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase interest hereunder in the amount of Revolving Commitments pursuant to circumstances contemplated by this Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply4.17.

Replacement of Lenders. If The Borrowers shall be permitted to replace (iat their sole expense) with a financial institution or financial institutions any Lender that (x) requests compensation under reimbursement for amounts owing pursuant to Section 2.122.14, 2.15 (iito the extent a request made by a Lender pursuant to the operation of Section 2.15 is materially greater than requests made by other Lenders) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account 2.16 or gives a notice of any Lender illegality pursuant to Section 2.13, (iiiy) any Lender fails is a Defaulting Lender, or (z) that has refused to give consent to any amendment, waiver or modification requiring amendment with respect to any Loan Document that requires the consent of all Lenders or all affected of the Lenders and as has been consented to which Lenders constituting by the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)Lenders; provided that (i) such replacement does not conflict with respect to any replacement Lender, the Borrower shall have received the prior written consent Requirement of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedLaw, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts), (iii) the replacement financial institution or financial institutions, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and each Issuing Bank to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent or such Issuing Bank pursuant to Section 10.04, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.04, (v) the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.14 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (vi) if applicable, the replacement financial institution or financial institutions shall consent to such amendment or waiver, (vii) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender, and (viii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.16, such assignment will result in a reduction in such compensation or payments thereafter. Second Amended and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.Restated Credit Agreement

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower or if any Lender becomes an Affected Lender or if a Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (iiii) any Lender fails to give consent to any amendment, waiver would eliminate or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved reduce amounts payable pursuant to Section 2.17 2.12 or 2.16, as the case may be, in the future or would allow such Affected Lender's Affected Loans to bear interest at the LIBO Rate plus the Applicable Margin and (vii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Continental hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. If any Lender requests compensation under Section 2.12, or if a Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lenderan Affected Lender or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower such Credit Party may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.03), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower a Credit Party (in the case of all other amounts), ) and (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.132.16, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower a Credit Party to require such assignment and delegation cease to apply.. CONDITIONS OF LENDING

Replacement of Lenders. If the Borrowers and Lenders holding at least a majority of the outstanding principal amount of the Notes (and if no such principal is outstanding, the Lender or Lenders whose aggregate Commitments constitute at least a majority of the Total Revolving Credit Commitments) desire to increase the aggregate amount of the Total Revolving Credit Commitments and/or the Term Loan and any Lender does not consent to such increase or increases, then (i) any such Lender, at the Borrowers’ sole expense and effort, upon notice to the Borrowers and the Administrative Agent given within six months after such Lender’s failure to consent, may require that the Borrowers find a replacement Lender requests compensation under Section 2.12that will, or (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Borrower mayBorrowers, at its the Borrowers’ sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative AgentAgent given within six months after such Lender’s failure to consent, require may find a replacement Lender that will (and such Lender to assign agrees that such replacement Lender will), acquire and delegate, without recourse assume (in accordance with and subject to the restrictions contained in Section 10.6in, and consents required by, §16.2), all its of such Lender’s interests, rights and obligations under this Credit Agreement to an assignee that shall assume such obligations and the related Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); ) and no increase in the Total Revolving Credit Commitments and/or Term Loan shall be effective unless and until such assignment has become effective, provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsObligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignee.

Replacement of Lenders. (a) If (iax) any Lender requests compensation under Section 2.122.18, (ii) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.20, (iiiby) any Lender fails to give consent to is a Defaulting Lender or (cz) in connection with any proposed amendment, modification, termination, waiver or modification requiring consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders shall have so consented, been obtained but the consent of one or more of such other Lenders (iveach a “Non-Consenting Lender”) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderwhose consent is required shall not have been obtained, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.18 or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld withheld, conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any assignment resulting from a Non-Extending Consenting Lender, each Replacement Lender pursuant to Section 2.17shall consent, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to at the time of such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase each matter in the amount respect of Revolving Commitments pursuant to Section 2.1(b)which such terminated Lender was a Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.122.14, (ii) or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.16 and, in each case, such Lender has declined or is unable to designate a different lending office, or to assign and delegate its rights and obligations, in accordance with Section 2.18(a), (iii) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (vii) any Lender becomes a Defaulting LenderLender or (iii) any Lender refuses to consent to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval of all Lenders, or the approval of each of the Lenders affected thereby (in each case in accordance with Section 9.02), and the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, waiver or consent, then the Borrower may, at its sole expense and efforteffort (including payment of any applicable processing and recordation fees), upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.04), all of its interests, rights (other than its existing rights to payment pursuant to Section 2.14 or Section 2.16) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) with respect to any replacement Lender, the Borrower shall have (x) paid to the Administrative Agent the processing and recordation fee (if any) specified in Section 9.04, and (y) received the prior written consent of the Administrative Agent (and if with respect to any assignee that is not already a Lender or an L/C Commitment is being assigned, the Issuing LendersAffiliate of a Lender), which consent shall not unreasonably be withheld withheld, conditioned or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoan, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 2.15), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.12 2.14 or payments required to be made pursuant to Section 2.132.16, such assignment and delegation will result in a reduction in such compensation or payments and payments, (ivD) in the case of any such assignment and delegation resulting from the failure to provide a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentconsent, the Total Revolving Commitments assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments, delegations and consents, the applicable amendment, modification, waiver or consent can be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)effected and (E) such assignment and delegation does not conflict with applicable law. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto (it being understood and agreed that such Lender shall not be deemed to make the representations and warranties in such Assignment and Assumption if such Lender has not executed such Assignment and Assumption).

Replacement of Lenders. If (i) any Lender (a) notifies the Administrative Agent that LIBOR Loans are no longer available from such Lender pursuant to Section 2.17, (b) requests compensation under Section 2.122.16 or 2.22(d), (iic) the Borrower is required to pay any additional amount to any becomes a Defaulting Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (iiid) any Lender fails to give does not consent to any proposed amendment, supplement, modification, consent or waiver of any provisions of this Agreement or modification requiring any other Fundamental Document that requires the consent of all each of the Lenders or all each of the Lenders affected Lenders and thereby (so long as to which Lenders constituting the consent of the Required Lenders, the Majority Facility Lenders have so consented, or the Supermajority Lenders (ivif applicable) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lenderhas been obtained), then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.610.3, provided the Borrower shall be obligated to pay the processing and recordation fee referred to therein), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment a participating interest in any Letters of Credit is being assigned, the Issuing LendersLender), which consent shall not unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C Disbursementsunreimbursed payments under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including amounts owed pursuant to Sections 2.18, 10.4 and 10.5), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.16 or payments required to be made pursuant to Section 2.132.22(d), such assignment will result in a reduction in such compensation or payments payments, (iv) until such time as such assignment shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.22(d), as the case may be, (v) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender and (ivvi) in the case of any assignment resulting from a Non-Extending Lender replaced pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (iid) above in connection therewithabove, such Non-Extending replacement Lender may be replaced on a non-pro-rata basis with lenders having greater shall consent to the applicable amendment, supplement, modification, consent or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b)waiver. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia)(i)(A) any Lender requests compensation under Section 2.12, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of indemnify any Lender pursuant to Section 2.13, 4.11 or (iiiB) any Lender fails requests compensation under Section 4.10, and (ii) in the case of Section 4.11, a Lender has declined to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consenteddesignate a different Applicable Lending Office, (ivb) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to invokes Section 2.17 or 4.16, (vc) any Lender becomes a Defaulting Lender, then or (d) any Lender has failed to consent to a proposed amendment, waiver or other modification that, pursuant to the Borrower terms of Section 11.1, requires the consent of all the Lenders, or all affected Lenders, and with respect to which the Required Lenders shall have granted their consent, then, in each case, so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers may, at its the sole cost and expense and effortof the Borrowers, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions and obligations contained in Section 10.611.7), all of its interests, rights (other than its existing rights to payments pursuant to Sections 4.10 and 4.11) and obligations under this Agreement and the other Loan Documents (or all of its interests, rights and obligations under this Agreement in respect of the Loans or Commitments that are the subject of the related amendment, waiver or other modification) to an assignee that shall assume such obligations (which assignee may be another Lender, if and become a Lender accepts such assignment)pursuant to the terms of this Agreement and the other Loan Documents; provided that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such transferring Lender shall have received payment of an amount equal to (A) the outstanding principal of its Revolving Loans and participations in L/C DisbursementsLoans, accrued interest thereon, and accrued fees and all other amounts payable to it hereunder, from the assignee Assignee and (B) any additional amounts (including indemnity payments) payable to it hereunder from the extent of such outstanding principal Borrowers and accrued interest and fees) or the Borrower (in the case of all other amounts), (iiiii) in the case of any a transferring Lender that is also an Issuing Lender, the Letters of Credit issued by such assignment resulting from transferring Lender shall have been cash collateralized or backed by a claim for compensation under Section 2.12 letter of credit or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting other credit support from a Non-Extending Defaulting Lender or other bank reasonably acceptable to the transferring Lender, in each case, on terms and conditions reasonably satisfactory to such transferring Lender; provided, further, that, if, upon such demand by the Borrowers, such Lender elects to waive its request for additional compensation pursuant to Sections 4.10 or 4.11, or consents to the proposed amendment, waiver or other modification, the demand by the Borrowers for such Lender to so assign all of its rights and obligations under this Agreement shall thereupon be deemed withdrawn. Nothing in this Section 2.174.17 shall affect or postpone any of the rights of any Lender or any of the Obligations of the Borrowers under any of the foregoing provisions of Sections 4.10, so long 4.11 or 4.16 in any manner. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase interest hereunder in the amount of Revolving Commitments pursuant to circumstances contemplated by this Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply4.17.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.18, (iib) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.20, (iiic) any Lender fails notifies the Borrower and Administrative Agent that it is unable to give fund Eurodollar Loans pursuant to Sections 2.16 or 2.17, or (d) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any amendment, waiver or modification requiring Loan Document that has been approved by the Required Lenders as provided in Section 11.2(b) but requires unanimous consent of all Lenders Lender or all the Lenders directly affected Lenders and thereby (as to which Lenders constituting the Required Lenders have so consented, applicable) or (ive) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.611.4(b), ) all its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (i) with respect to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower (in the case of all other amounts), (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, (iii) such assignment does not conflict with applicable Law and (iv) in the case of any such assignment resulting from a Non-Extending Lender pursuant Consenting Lender’s failure to Section 2.17consent to a proposed change, so long as waiver, discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, Consenting Lender to execute and deliver an Assignment and Acceptance shall not impair the validity of the removal of such Non-Extending Consenting Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than and the mandatory assignment of such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Consenting Lender’s Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments and outstanding Loans pursuant to this Section 2.1(b)2.25 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Acceptance. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.123.04, (iib) the Parent Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.133.01, (iiic) any Lender fails delivers a notice pursuant to give Section 3.02, or (d) a Lender does not consent to a proposed change, waiver, discharge or termination with respect to any amendment, waiver or modification requiring the Loan Document that requires unanimous consent of all Lenders or all affected Lenders and as to which Lenders constituting that has been approved by the Required Lenders have so consentedas provided in Section 10.01, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes a Defaulting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require replace such Lender by causing such Lender to assign its Loans and delegate, without recourse Commitments (with the assignment fee to be paid by the Parent Borrower in accordance with and subject such instance) pursuant to Section 10.06(b) to one or more other Lenders or Eligible Assignees procured by the restrictions contained in Section 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts Parent Borrower. Upon the making of any such assignment), the Parent Borrower shall pay in full any amounts payable pursuant to Section 3.05; provided provided, however, that (i) with respect to any replacement Lender, each such assignment made as a result of a demand by the Parent Borrower shall have received be arranged by the prior written consent of Parent Borrower after consultation with the Administrative Agent (and if shall be an L/C Commitment is being assigned, assignment or assignments pursuant to Section 10.06(b) of all of the Issuing Lenders), which consent shall not unreasonably be withheld or delayed, rights and obligations of the assigning Lender under this Agreement and (ii) no Lender shall be obligated to make any such assignment pursuant to Section 10.06(b) as a result of a demand by the Parent Borrower unless and until such Lender shall have received payment of one or more payments from either the Parent Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of its Revolving Loans and participations in L/C Disbursementsthe advances owing to such Lender, together with accrued interest thereon, accrued fees thereon to the date of payment of such principal amount and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyunder this Agreement.

Replacement of Lenders. If (ia) any Lender’s obligation to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, is suspended pursuant to Section 2.17, (b) any Lender requests compensation under Section 2.122.18, (ii) or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.20, (iiic) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, or (d) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender” whose consent is required shall not have been obtained, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.610.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.18 or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayedwithheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans and participations in L/C Disbursementsowed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest interest) and fees) or from the Borrower Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.18 or payments required to be made pursuant to Section 2.132.20, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any assignment resulting from a Non-Extending Consenting Lender, each Replacement Lender pursuant to Section 2.17shall consent, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to at the time of such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase each matter in the amount respect of Revolving Commitments pursuant to Section 2.1(b)which such terminated Lender was a Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Lenders. If (ia) any Lender requests compensation under Section 2.122.17, (ii) or if the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.19, (iiib) any Lender fails to give consent to any amendment, waiver or modification requiring the consent of all Lenders or all affected Lenders and as to which Lenders constituting the Required Lenders have so consented, (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender, or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 11.2(b), the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate (and such Lender agrees to assign and delegate), without recourse (in accordance with and subject to the restrictions contained set forth in Section 10.611.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.17 or 2.19) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if ) (a Lender accepts such assignment“Replacement Lender”); provided that (i) with respect to any replacement Lender, the Borrower Borrowers shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment is being assigned, the Issuing Lenders)Agent, which consent shall not be unreasonably be withheld or delayed(unless such assignment would not require such consent under Section 11.4), (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Revolving all Loans owed to it and all funded participations in L/C DisbursementsLC Disbursements and Swingline Loans, accrued interest thereon, accrued fees fees, any breakage costs required under Section 2.10 and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or and from the Borrower Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 2.17 or payments required to be made pursuant to Section 2.132.19, such assignment will result in a reduction in such compensation or payments payments, and (iv) in the case of any assignment resulting from a Non-Extending Consenting Lender, each Replacement Lender pursuant to Section 2.17shall consent, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth in clause (ii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to at the time of such assignment, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase each matter in the amount respect of Revolving Commitments pursuant to Section 2.1(b)which such terminated Lender was a Non-Consenting Lender. A Lender (other than a Defaulting Lender) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply. Nothing in this Section 2.24 shall be deemed to prejudice any rights that the Borrower or any Lender that is not a Defaulting Lender may have against any Lender that is a Defaulting Lender.

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.132.14 (and, with respect to subclauses (i) and (ii), in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.16(a)), (iii) any Lender fails refuses to give approve any proposed amendment, modification, supplement, extension, termination, consent or waiver with respect to any amendment, waiver or modification requiring Loan Document which requires the consent approval of all Lenders or all affected Lenders under Section 9.2 and as to which Lenders constituting has been approved by the Required Lenders have so consentedLenders, or (iv) any Lender fails to extend its Revolving Commitment pursuant to an extension otherwise approved pursuant to Section 2.17 or (v) any Lender becomes is a Defaulting Lender or a Downgraded Lender, then in any such case the Borrower Borrowers may, at its their sole expense and effort, upon notice to any such Lender, but without any requirement of the consent of such Lender, Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.69.4), all its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or 2.14) and obligations under this Agreement and the related Loan Documents to an assignee Assignee that shall assume such obligations (which assignee Assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) with respect the Assignee shall be reasonably satisfactory to any replacement Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and if an L/C Commitment the Assignee is being assigned, the Issuing Lenders), which consent shall not unreasonably be withheld or delayedanother Lender, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in L/C DisbursementsObligations and Swing Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents (including any amounts under Section 2.13), from the assignee Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.132.14, such assignment will result in a reduction in such compensation or payments thereafter, (D) such assignment does not conflict with applicable Governmental Rules and (ivE) in the case of any such assignment resulting from a Non-Extending Lender pursuant to Section 2.17, so long as such Non-Extending Lender’s outstanding Obligations are fully repaid as set forth refusal to approve any matter described in clause (iiiii) above in connection therewith, such Non-Extending Lender may be replaced on a non-pro-rata basis with lenders having greater or lesser aggregate Revolving Commitments than such Non-Extending Lender being so replaced; provided that after giving effect to such assignmentof this Section 2.16(b), the Total Revolving Commitments assignee shall be no greater than the Total Revolving Commitments immediately prior deemed to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(bhave approved such matter(s). A Lender shall not be required to make any such assignment and delegation ifdelegation, prior theretoso long as no Assignment and Acceptance has been entered into by the applicable parties, if as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to applyapply and the Borrowers have not already arranged in writing for one or more replacement Lenders and any such potential replacement Lender has not yet agreed in writing to be a replacement Lender with no conditions other than the execution and delivery of an Assignment and Acceptance.