Common use of Replacement of Lenders Clause in Contracts

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a), (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 4.9 or 2.13(a4.10(a), (b) defaults in its obligation to make Revolving Loans hereunder or (c) (such Lender, an “Affected Lender”), (b) is a Non-Consenting Lender or (c) is a Non-Extending Defaulting Lender, with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) abovean Affected Lender, prior to any such replacement, such Lender shall have taken no action under Section 2.15 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 4.9 or 2.13(a4.10(a), (ivb) or (c), (iii) the replacement financial institution or entity shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, institution or entity shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that that, except in the case of clause (c) hereof, the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 4.9 or 2.13(a4.10(a), (b) or (c), as the case may be, and (ixviii) 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 (ix) in the case of a Non-Consenting Lender, the replacement financial institution or entity shall consent at the time of such assignment to each matter in respect of which the replaced Lender was a Non-Consenting Lender.

Replacement of Lenders. The In the event any Lender delivers to the Borrower any notice in accordance with Sections 3.6, 3.8, 3.9 or 3.10, then the Borrower shall be permitted have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more additional banks or financial institutions (collectively, the "Replacement Lender"), provided that (A) at the time of any replacement pursuant to this Section 3.16, the Replacement Lender that shall enter into one or more assignment agreements substantially in the form of Schedule 10.3(b) pursuant to, and in accordance with the terms of, Section 10.3(b) (and with all fees payable pursuant to said Section 10.3(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (a) requests reimbursement for amounts the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (b) all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 3.5(a), and (B) all obligations of the Borrower owing to the Replaced Lender (including all obligations, if any, owing pursuant to Section 2.12 3.6, 3.8 or 2.13(a)3.9, but excluding those obligations specifically described in clause (bA) defaults above in its obligation respect of which the assignment purchase price has been, or is concurrently being paid) shall be paid in full to make Revolving Loans hereunder or (c) is a Non-Extending Lender, such Replaced Lender concurrently with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace If any Lender that (a) requests reimbursement for amounts owing pursuant is entitled to additional compensation under Section 2.12 2.17 or 2.13(a)2.18, (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, with a supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), the Borrower, at its sole expense and effort, may cause such Lender to (and, if the Borrower so demands, such Lender shall) assign all of its rights and obligations under this Agreement to one or more replacement financial institution or other entityinstitutions; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action replacement resulting from a claim for compensation under Section 2.15 so as 2.17 or payments required to eliminate the continued need for payment of amounts owing be made pursuant to Section 2.12 2.18, such assignment will result in a reduction in such compensation or 2.13(a)payments, (iviii) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 2.19 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Lender (viisuch consent not to be unreasonably withheld), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.17 or 2.13(a)2.18, as the case may be, and (ixviii) 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. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment shall cease to apply.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16 or 2.13(a), 2.17(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is becomes a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above), prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 2.19 which has eliminated the continued need for payment of amounts owing pursuant to Section 2.12 2.16 or 2.13(a2.17(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent (and, if a Revolving Commitment is being assigned, such replacement financial institution, if not previously a Revolving Lender that is not a Defaulting Lender, shall be reasonably satisfactory to the Administrative Agent and each Issuing Lender), (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a2.17(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Agents or any other Lender shall have against the replaced Lender. In the event that any Lender (a “Non-Consenting Lender”) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Loan Document that requires the unanimous approval of all of the Lenders or the approval of all of the Lenders directly affected thereby, in each case in accordance with the terms of Section 10.1, the Borrower shall be permitted to replace such Non-Consenting Lender with a replacement financial institution satisfactory to the Administrative Agent (if such replacement financial institution was not already a Lender) and, if such replacement involves the assignment of a Revolving Commitment to a Person other than a Revolving Lender that is not a Defaulting Lender, the Administrative Agent and each Issuing Lender, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent; provided that (i) such replacement does not conflict with any applicable law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, (ii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to the Non-Consenting Lender pursuant to the Loan Documents on or prior to the date of replacement, (iii) the replacement financial institution shall approve the proposed amendment, modification, termination, waiver or consent, (iv) the Borrower shall be liable to the Non-Consenting Lender under Section 2.18 if any Eurodollar Loan owing to the Non-Consenting Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the Non-Consenting Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6(c) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vi) until such time as such replacement shall be consummated, the Borrower shall pay to the Non-Consenting Lender all additional amounts (if any) required pursuant to Section 2.16, 2.17 or 2.18, as the case may be, (vii) the Borrower provides at least three Business Days’ prior notice to the Non-Consenting Lender, and (viii) 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 Non-Consenting Lender. In the event any Non-Consenting Lender fails to execute the agreements required under Section 10.6 in connection with an assignment pursuant to this Section 2.20, the Borrower may, upon two Business Days’ prior notice to the Non-Consenting Lender, execute such agreements on behalf of the Non-Consenting Lender.

Replacement of Lenders. The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 4.9 or 2.13(a), 4.10(a) or (c) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 4.9 or 2.13(a4.10(a) or (c), (iv) such replacement will eliminate or reduce future payments to be made under Section 4.10(a) or (c), as applicable, (v) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vvi) the applicable Borrower shall be liable to such replaced Lender under Section 2.14 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vivii) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viiviii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the applicable Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiiix) until such time as such replacement shall be consummated, the applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 4.9 or 2.13(a4.10(a) or (c), as the case may be, and (ixx) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders. The (a) Each of the Borrower and the Canadian Borrower shall be permitted to replace any Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a), (b2.19(a) defaults in its obligation to make Revolving Loans hereunder or (cii) is becomes a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default shall have occurred and be continuing at the time of such replacement, (iiiC) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (ivD) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vE) the Borrower or the Canadian Borrower, as the case may be, shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan or Canadian Cost of Funds Loan, as the case may be, owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viF) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (viiG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower or the Canadian Borrower, as the case may be, shall be obligated to pay the registration and processing fee referred to therein), (viiiH) until such time as such replacement shall be consummated, the Borrower or the Canadian Borrower, as the case may be, shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ixI) any such replacement shall not be deemed to be a waiver of any rights that the Borrower or the Canadian Borrower, as the case may be, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders. (a) The Borrower shall be permitted to replace replace, or terminate the Commitment of, any Lender that (aA) requests or becomes entitled to (and does not waive) reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a), (b) defaults in its obligation to make Revolving Loans hereunder or (cB) is becomes a Non-Extending Defaulting Lender, with a replacement financial institution or other entity; provided that (x) in the case of a replacement (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 2.14 that has eliminated the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a)2.13, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative AgentAgent and each Swingline Lender, if any, that holds Swingline Loans outstanding at the time of such replacement (such approvals not to be unreasonably withheld or delayed), (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), and (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a)2.13, as the case may be, and (ixy) any such replacement or termination 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.14 or 2.13(a2.15(a), (b) defaults in its obligation to make Revolving Loans hereunder or becomes a Defaulting Lender, (c) does not agree to extend the Termination Date for its Commitments and Loans under Section 2.1(g) and Lenders having at least 50% in aggregate amount of the Commitments in effect at the time any such extension is a Non-Extending Lenderrequested shall have elected so to extend their Commitments or (d) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) aboveif applicable, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.14 or 2.13(a2.15(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement (other than any outstanding Competitive Loans held by such replaced Lender), (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.14 or 2.13(a2.15(a), as the case may be, and (ix) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

Replacement of Lenders. The Borrower shall be permitted to (a) replace with a financial institution or financial institutions, or (b) prepay, without premium or penalty (but subject to Section 2.21), the Loans of, any Lender that (ai) requests reimbursement for amounts owing or otherwise results in increased costs imposed on the Borrower or on account of which the Borrower is required to pay additional amounts to any Governmental Authority pursuant to Section 2.12 2.19, 2.20 or 2.13(a)2.21 (to the extent a request made by a Lender pursuant to the operation of Section 2.21 is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.22, (bii) defaults in its obligation to make Revolving Loans hereunder or to comply with its obligations under Section 3.4, (ciii) is has refused to consent to any waiver or amendment with respect to any Loan Document that requires such Lender’s consent and has been consented to by the Required Lenders; or (iv) becomes the subject of a Non-Extending Lenderbankruptcy or insolvency proceeding; provided that, with in the case of a replacement financial institution or other entity; provided that pursuant to clause (ia) above, (A) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (ivB) the replacement financial institution or financial institutions shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vC) the Borrower shall be liable to such replaced Lender under Section 2.14 2.21 (as though Section 2.21 were applicable) if any Eurodollar Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viD) the replacement financial institutioninstitution or financial institutions, (x) if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent 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 pursuant to Section 10.6(b)(i)(B) and (y) shall pay (unless otherwise paid by the Borrower) any processing and recordation fee required under Section 10.6(b)(ii)(B), (viiE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiiF) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.19 or 2.13(a)2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (G) if applicable, the replacement financial institution or financial institutions shall consent to such amendment or waiver and (ixH) 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. Prepayments pursuant to clause (b) above (i) shall be accompanied by accrued and unpaid interest on the principal amount so prepaid up to the date of such prepayment and (ii) shall not be subject to the provisions of Section 2.18.

Replacement of Lenders. The In the event any Lender delivers to the Borrower any notice in accordance with Sections 3.4(d) (with respect to such Lender being a Disapproving Lender), 3.6, 3.8, 3.9 or 3.10 or if any Lender is a Defaulting Lender, then the Borrower shall be permitted have the right, if no Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more additional banks or financial institutions (collectively, the “Replacement Lender”), provided that (A) at the time of any replacement pursuant to this Section 3.17, the Replacement Lender that shall enter into one or more Assignment and Assumptions pursuant to, and in accordance with the terms of, Section 10.3(b) (and with all fees payable pursuant to said Section 10.3(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (a) requests reimbursement for amounts the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (b) all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 3.5(a), and (B) all obligations of the Borrower owing to the Replaced Lender (including all obligations, if any, owing pursuant to Section 2.12 3.6, 3.8 or 2.13(a)3.9, but excluding those obligations specifically described in clause (bA) defaults above in its obligation respect of which the assignment purchase price has been, or is concurrently being paid) shall be paid in full to make Revolving Loans hereunder or (c) is a Non-Extending Lender, such Replaced Lender concurrently with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Either Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 Sections 2.11, 2.12, 2.13, 2.14(a) or 2.13(a2.14(c), (b) becomes a Defaulting Lender or otherwise defaults in its obligation to make Revolving Loans hereunder or (c) is has not consented to a Non-Extending Lenderproposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.1 that requires the consent of all Lenders or all Lenders under a particular Term Facility or each Lender affected thereby and which has been approved by the Required Lenders as provided in Section 10.1, with a replacement financial institution Lender or other entityEligible Assignee; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above), prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.16 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 Sections 2.11, 2.13, 2.14(a) or 2.13(a2.14(c), (iviii) the replacement financial institution or other Eligible Assignee shall purchase, at par, all Revolving Loans and other amounts (or, in the case of clause (c) as it relates to provisions affecting a particular Term Facility, Loans or other amounts owing under such Term Facility) owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institutioninstitution or other Eligible Assignee, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated deemed to make have made such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiivii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(aSections 2.11, 2.13, 2.14(a), 2.14(c) or 2.15(b) as the case may be, and (ixviii) in the case of any such replacement resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Sections 2.14(a) or 2.14(c), such replacement will result in a reduction in such compensation and payments and (ix)any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Upon any such assignment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof (or, in the case of clause (c) as it relates to provisions affecting a particular Term Facility, a Lender under such Term Facility); provided that any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender. Each Lender, the Administrative Agent and each Borrower agrees that in connection with the replacement of a Lender and upon payment to such replaced Lender of all amounts required to be paid under this Section 2.17, the Administrative Agent and the Borrowers shall be authorized, without the need for additional consent from such replaced Lender, to execute an Assignment and Assumption on behalf of such replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent or the Borrowers and, to the extent required under Section 10.6, the Borrowers, shall be effective for purposes of this Section 2.17 and Section 10.6. Notwithstanding anything to the contrary in this Section 2.17, in the event that a Lender which holds Loans or Commitments under more than one Term Facility does not agree to a proposed amendment, supplement, modification, consent or waiver which requires the consent of all Lenders under a particular Term Facility (a “Non-Consenting Lender”), the Borrowers shall be permitted to replace the Non-Consenting Lender with respect to the affected Term Facility and may, but shall not be required to, replace such Lender with respect to any unaffected Term Facilities.

Replacement of Lenders. (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.14 or 2.13(aSection 2.15(a), (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a “Non-Extending Consenting Lender, ” (as defined below in this Section 2.18); provided that all such replaced Lenders are replaced with a replacement financial institution and/or one or more increased Five-Year Commitments from one or more other entityLenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.14 or 2.13(aSection 2.15(a), (iviii) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.14 or 2.13(aSection 2.15(a), as the case may be, and (ixviii) 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 (ix) the replacement financial institution shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lenders refused to consent.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests (on its behalf or any of its Participants) reimbursement for amounts owing pursuant to Section 2.12 2.15 or 2.13(a)2.16, (b) defaults in its obligation to make Revolving Loans hereunder provides notice under Section 2.21 or (c) is becomes a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 2.18 which eliminates the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a)2.16, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a)2.16, as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing If the Borrowers are required pursuant to Section 2.12 11.3 or 2.13(a), (b) defaults in its Section 14.1 hereof to make any additional payment to any Lender or if any Lender’s obligation to make Revolving or continue, or to convert Base Rate Loans hereunder into, Eurocurrency Loans shall be suspended pursuant to Section 11.1 or (c) Section 11.2 hereof, or if any Lender is a Non-Extending Consenting Lender or any Lender becomes a Defaulting Lender (any such Lender being hereinafter referred to as a “Replaced Lender”), then in such case, the Company may, upon at least five (5) Business Days’ notice to the Administrative Agent and to such Replaced Lender, with designate an Eligible Assignee as a replacement financial institution or other entity; provided that lender in accordance with Section 14.11 (ia “Replacement Lender”), to which such Replaced Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Company and the Replaced Lender) of all amounts owed to such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Replaced Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment 11.3 or Section 14.1, assign all (but not less than all) of its rights, obligations, Loans and Revolving Credit Commitment hereunder; provided, that all amounts owing (including amounts owed pursuant to Section 2.12 or 2.13(a), 3.6 hereof as though such assignment were a prepayment) owed by the Borrowers to such Replaced Lender hereunder (iv) except liabilities which by the replacement financial institution shall purchase, at par, all Revolving terms hereof survive the payment in full of the Loans and other amounts owing to such replaced Lender on or prior to termination of this Agreement) shall be paid in full as of the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) 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 Lenderassignment.

Replacement of Lenders. (a) The Borrower shall be permitted to replace any Lender that (aA) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a), 2.19(a) or (bB) defaults in its obligation to make Revolving Loans hereunder hereunder, or (c) is otherwise a Non-Extending Lender, Defaulting Lender with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to 2.21 that has or will eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iviii) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement (whether or not then due), (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummatedconsummated (and thereafter, to the extent related to such earlier time), the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ixviii) 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 (ix) in connection with the replacement of a Lender pursuant to clause (A) above, such replacement results in a reduction of the amounts owing pursuant to Section 2.18 or 2.19(a).

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for to which the Borrower becomes required to pay additional amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a), (b) defaults in its obligation to make Revolving Loans hereunder that is a Defaulting Lender, or (c) is a Non-Extending Lenderthat does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.18 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a), (iv) the replacement financial institution Lender shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be an Eligible Assignee reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a2.16(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower Gannett shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.14 or 2.13(a), 2.15(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.14 or 2.13(a2.15(a), (iviii) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower Gannett shall be liable to such replaced Lender under Section 2.14 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower Gannett shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower Gannett shall pay all additional amounts (if any) required pursuant to Section 2.12 2.14 or 2.13(a2.15(a), as the case may be, and (ixviii) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerGannett, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.13 or 2.13(a), 2.14(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.13 or 2.13(a2.14(a), as the case may be, and (ixviii) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.19 or 2.13(a)2.20 or gives a notice of illegality pursuant to Section 2.22, (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.19 or 2.13(a)2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.21 (as though Section 2.21 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.19 or 2.13(a)2.20, as the case may be, and in respect of any period prior to the date on which such replacement shall be consummated, (ix) 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 (x) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment will result in a reduction in such compensation or payments thereafter. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace any Co-Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.12 2.2.3 or 2.13(a), 2.2.8 or (bii) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entity; institution, provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (ivC) the replacement financial institution shall purchase, at par, such Co-Lender’s Pro Rate Share of the Loan and pay all Revolving Loans and other amounts owing to such replaced Co-Lender under this Agreement and the other Loan Documents on or prior to the date of replacement, (vE) the Borrower shall be liable to such replaced Co-Lender under Section 2.14 2.2.3(d) if any Eurodollar the Loan owing to such replaced Co-Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viF) the replacement financial institution, if not already a Co-Lender, shall be reasonably satisfactory to the Administrative AgentLender, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiiG) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.2.3 or 2.13(a)2.2.8, as the case may be, and (ixI) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent Lender or any other Co-Lender shall have against the replaced Co-Lender.

Replacement of Lenders. The (a) Borrower shall be permitted to replace any Lender that (ai) requests (or requests on behalf of a participant) reimbursement for amounts owing owing, or payment of any amount required, pursuant to Section 2.12 Sections 2.14, 2.15, or 2.13(a), 2.16; or (bii) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entityinstitution; provided that that, (iA) such replacement does not conflict with any Requirement of Law, (iiB) no Event of Default shall have occurred and be continuing at the time of such replacement, (iiiC) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 Sections 2.14, 2.15, or 2.13(a), 2.16; (ivD) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vE) the Borrower shall be liable to such replaced Lender under Section 2.14 2.10 if any Eurodollar LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the LIBOR Interest Period relating thereto, (viF) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent and Borrower (such approvals not to be unreasonably withheld), (viiG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 10.12 (provided that the that, Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiiH) until such time as such replacement shall be consummatedeffective, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 Sections 2.14, 2.15, or 2.13(a)2.16, as the case may be, and (ixI) 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. It is understood and agreed that if any Lender replaced hereunder fails to execute an Assignment Agreement, it shall be deemed to have entered into such Assignment Agreement and such Assignment Agreement shall be effective as against such Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests (on its behalf or any of its Participants) reimbursement for amounts owing pursuant to Section 2.12 2.15 or 2.13(a), 2.16(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 2.18 which eliminates the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a2.16(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace with a financial institution acceptable to the Administrative Agent any Lender (other than the Lender then acting as Administrative Agent) (each a “Replaced Lender”) that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.14, 2.15, 2.16 or 2.13(a)2.18(a) or pursuant to an amendment to the Credit Agreement entered into pursuant to 2.23, (b) defaults in its obligation to make Revolving Loans hereunder is a Defaulting Lender or (c) is a Non-Extending Lender, with a replacement financial institution or other entitySanctioned Person; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Replaced Lender under Section 2.14 2.17 if any Eurodollar Eurocurrency Rate Loan owing to such replaced Replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent and the Issuing Lenders, (viivi) the replaced Replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.14, 2.15, 2.16 or 2.13(a2.18(a), as the case may be, (viii) in the case of any such assignment resulting from a claim for compensation under Sections 2.14, 2.15, 2.16 or 2.18, either such assignment will result in a reduction of such compensation or the replacement Lender shall not have a similar claim for such compensation, and (ix) 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. In the event any Replaced Lender fails to execute the agreements required under Section 10.6 in connection with an assignment pursuant to this Section 2.20 (after two (2) days’ notice has been given to such Replaced Lender), such failure will not impair the validity of the removal of such Replaced Lender and the mandatory assignment of such Replaced Lender’s Commitments and outstanding Loans shall nevertheless be effective without the execution by such Replaced Lender of the assignment documents required under Section 10.6 so long as (i) evidence of proof of receipt by such Replaced Lender of such assignment agreement is available and (ii) such Replaced Lender has been paid in full in cash on or prior to the effective date of such replacement. A Lender shall not be required to be replaced Lenderif, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such replacement cease to apply.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.15 or 2.13(a)2.16, (b) defaults in its obligation to make Revolving Loans hereunder is a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be 50% for this purpose) has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.18 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a)2.16, (iviii) the replacement financial institution Lender shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, shall be an Eligible Assignee reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay pay, or cause to be paid, the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a)2.16, as the case may be, and (ixviii) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder is a Defaulting Lender or (c) is a Non-Extending Lender, replaced pursuant to the third paragraph of Section 11.1 with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) aboveif applicable, prior to any such replacement, such Lender shall not have taken no appropriate action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)) and by its execution of this Agreement each Lender hereby authorizes the Administrative Agent to act as its agent in executing any documents to replace such Lender in accordance with this Section 2.22, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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. Notwithstanding the foregoing, this Section 2.22 may only be utilized with respect to a replaced Lender in respect of any amendment to this Agreement after the Closing Date and prior to the one-year anniversary of the Closing Date that has the effect of reducing the Applicable Margin for the Tranche B Term Loans if such replaced Tranche B Term Lender is paid a fee equal to 1.0% of the principal amount of such Tranche B Term Lender’s Tranche B Term Loans being replaced and repaid.

Replacement of Lenders. The Parent Borrower shall be permitted to replace any Lender that if (a) the Lender requests reimbursement for amounts owing pursuant to Section 2.12 2.19 or 2.13(a2.20(a) or if the Loan Parties are required to pay Indemnified Taxes or additional amounts with respect thereto to any Governmental Authority for the account of any Lender pursuant to Section 2.20(a), (b) defaults in its obligation to make Revolving Loans hereunder the Lender is then a Defaulting Lender, or (c) is a the Lender (the “Non-Extending Consenting Lender”) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document (a “Proposed Change”) that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.22 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.19 or 2.13(a2.20(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the each Borrower shall be liable to such replaced Lender under Section 2.14 2.21 if any Eurodollar Eurocurrency Loan of such Borrower owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) to the extent the Administrative Agent, the Swingline Lender and/or any Issuing Lender would have consent rights over an assignment of the applicable Loans or Commitments to the replacement financial institutioninstitution pursuant to Section 10.6, if not already a Lender, the replacement financial institution shall be reasonably satisfactory to the Administrative Agent, the Swingline Lender and/or such Issuing Lender (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Parent Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.19 or 2.13(a2.20(a), as the case may be, be and (ix) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Parent Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

Replacement of Lenders. The Borrower Borrowers’ Agent shall be permitted to replace any Lender that (a) requests reimbursement for is entitled to additional amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a) or (d), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Majority Revolving Lenders has been obtained) (any such Lender, a “Non-Extending Consenting Lender”), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.18 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a) or (d), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a2.16(a) or (d), as the case may be, (ix) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; (x) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and (ixxi) any such replacement shall not be deemed to be a waiver of any rights that the any Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders. The Borrower Company shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.12(a), 2.12(b) or 2.13(a), (b) defaults in its obligation refuses to make Revolving Loans hereunder consent to any waiver or amendment with respect to any Loan Document that requires the approval of each Lender and that has been consented to by the Required Lenders or (c) is becomes a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default or Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall shall, within 30 days of the Company’s request have taken no action under Section 2.15 so as to eliminate that eliminates the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts (including accrued interest) owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating theretothereto as if it were prepaid on the date of such purchase (provided that in the case of a replacement pursuant to clause (c) above, the Borrowers shall only be liable for the positive difference, if any, between (A) any amounts owing by the Borrowers under Section 2.14 and (B) any obligations owing by such Defaulting Lender to the Borrowers under the Loan Documents as a result of such Defaulting Lender becoming a Defaulting Lender), (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to each Issuing Lender and the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the Borrower Company shall be obligated to pay the portion of the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 4.9 or 2.13(a4.10(a) (such Lender, an “Affected Lender”), (b) defaults in its obligation to make Revolving Loans hereunder is a Non-Consenting Lender or (c) is a Non-Extending Defaulting Lender, with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) abovean Affected Lender, prior to any such replacement, such Lender shall have taken no action under Section 2.15 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 4.9 or 2.13(a4.10(a), (iv) the replacement financial institution or entity shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution or entity shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that that, except in the case of clause (c) hereof, the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 4.9 or 2.13(a4.10(a), as the case may be, and (ix) 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 (x) in the case of a Non-Consenting Lender, the replacement financial institution or entity shall consent at the time of such assignment to each matter in respect of which the replaced Lender was a Non-Consenting Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18, 2.19 or 2.13(a)2.20, (b) defaults in its obligation to make Revolving Loans hereunder or becomes a Defaulting Lender or, (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), in each case with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacementreplacement pursuant to preceding clause (a), such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 Sections 2.18, 2.19 or 2.13(a)2.20, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans outstanding and other amounts related thereto owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, institution (if not already other than a Lender, then existing Lender or an affiliate thereof) shall be reasonably satisfactory to the Administrative Agent, (vii) the replacement financial institution shall be reasonably satisfactory to each Fronting Bank, (viii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiiix) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 Sections 2.18, 2.19 or 2.13(a)2.20, as the case may be, and (ixx) subject to Section 9.21 in the case of any Defaulting Lender, any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent Agent, each Fronting Bank or any other Lender shall have against the replaced Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16 or 2.13(a2.17(a), (b) defaults in its obligation requires relief pursuant to make Revolving Loans hereunder Section 2.20 or (c) is a Non-Extending Lenderrefuses to consent to certain proposed amendments, modifications, waivers, discharges or terminations with respect to this Agreement that require the consent of all Lenders (or all affected Lenders) pursuant to Section 10.1 and the same have been approved by the Required Lenders, in each case with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.16 or 2.13(a)2.17(a) or relief pursuant to Section 2.20, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender for any amounts owing under Section 2.14 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay to the Lender being replaced all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a2.17(a), as the case may be, and (ix) 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. If any circumstances arise which result, or such Lender becomes aware of any circumstances which are expected to result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender's Eurodollar Loans, such Lender shall use its commercially reasonable efforts to notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all steps, if any, it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances; provided that no delay or failure by any Lender to provide any such notice shall affect the obligations of the Borrower hereunder.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18, 2.19 or 2.13(a)2.20, (b) defaults in refuses to extend its obligation Term Loans pursuant to make Revolving Loans hereunder an Extension Offer pursuant to Section 2.27 or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), in each case with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacementreplacement pursuant to preceding clause (a), such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 Sections 2.18, 2.19 or 2.13(a)2.20, (iv) the replacement financial institution shall purchase, at par, all Revolving Term Loans outstanding and other amounts related thereto owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, institution (if not already other than a Lender, then existing Lender or an affiliate thereof) shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18, 2.19 or 2.13(a)2.20, as the case may be, and (ix) 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.

Replacement of Lenders. The Parent Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending LenderSpecified Multicurrency Revolving Lender (but, in the case of this clause (c), only as to its rights and obligations under the Multicurrency Revolving Facility), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement (limited to Loans and other amounts under the Multicurrency Revolving Facility in the case of clause (c) above), (v) the Borrower relevant Borrowers shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Parent Borrower shall be obligated to pay the registration and processing fee referred to thereinin Section 10.6(b)(ii)(B)), (viii) in the case of clause (a) above, until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a) (such Lender, an “Affected Lender”), (b) defaults in its obligation to make Revolving Loans hereunder is a Non-Consenting Lender or (c) is a Non-Extending Defaulting Lender, with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) abovean Affected Lender, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 3.12 that have actually eliminated the continued need for payment of amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a), (iviii) the replacement financial institution or entity shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 3.11 if any Eurodollar LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, institution or entity shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that that, except in the case of clause (c) hereof, the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 3.9 or 2.13(a3.10(a), as the case may be, and (ixviii) 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 (ix) in the case of a Non-Consenting Lender, (A) the replacement financial institution or entity shall consent at the time of such assignment to each matter in respect of which the replaced Lender was a Non-Consenting Lender and (B) to the extent applicable, the Borrower shall pay any amounts due to such Non-Consenting Lender pursuant to Section 3.2(e).

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 4.9 or 2.13(a)4.10, (b) defaults in its obligation to make Revolving Loans hereunder hereunder, or (c) is declines to deliver any required consent to a Non-Extending Lenderproposed waiver or modification of any provision of the Loan Documents as contemplated by Section 11.1 that has been consented to by the Borrower, Administrative Agent, Required Lenders and, if otherwise required, Majority Facility Lenders, with a replacement financial institution or other entity(which replacement institution in the case of clause (c) is willing to deliver such consent); provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 4.9 or 2.13(a)4.10, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 4.9 or 2.13(a)4.10, as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) aboveif applicable, prior to any such replacement, such Lender shall not have taken no action actions under Section 2.15 so as 2.21 sufficient to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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. Each party hereto agrees that an assignment required pursuant to this Section 2.22 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 need not be a party thereto.

Replacement of Lenders. The Administrative Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof, (b) defaults in or asserts its obligation inability to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entityEurodollar Loan pursuant to Section 3.5 hereof; provided that (ia) such replacement does not conflict with any Requirement of Law, (iib) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (iiic) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 3.4 hereof so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof or, if it has taken any action, such request has still been made, (ivd) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement and assume all commitments and obligations of such replaced Lender, (ve) the Borrower appropriate Borrowers shall be liable to such replaced Lender under Section 2.14 3.3 hereof if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vif) the replacement financial institutionLender, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viig) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.10 hereof (provided that Borrowers (or the Borrower succeeding Lender, if such Lender is willing) shall be obligated to pay the registration and processing assignment fee referred to therein), and (viiih) until such time as such replacement shall be consummated, the Borrower appropriate Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof, as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder is a Defaulting Lender or (c) is a Non-Extending Lender, replaced pursuant to the third paragraph of Section 11.1 with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) aboveif applicable, prior to any such replacement, such Lender shall not have taken no appropriate action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)) and by its execution of this Agreement each Lender hereby authorizes the Administrative Agent to act as its agent in executing any documents to replace such Lender in accordance with this Section 2.22, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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. Notwithstanding the foregoing, this Section 2.22 may only be utilized with respect to a replaced Lender in respect of any amendment to this Agreement after the Closing Date and prior to the date that is six months after the Closing Date that constitutes a Repricing Transaction pursuant to Section 2.11(h) if such replaced Tranche B Term Lender is paid a fee equal to 1.0% of the principal amount of such Tranche B Term Lender’s Tranche B Term Loans being replaced and repaid.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof, (b) defaults in or asserts its obligation inability to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entityEurocurrency Loan pursuant to Section 3.5 hereof; provided that (ia) such replacement does not conflict with any Requirement of Law, (iib) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (iiic) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 3.4 hereof so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof or, if it has taken any action, such request has still been made, (ivd) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement and assume all commitments and obligations of such replaced Lender, (ve) the Borrower shall be liable to such replaced Lender under Section 2.14 3.3 hereof if any Eurodollar Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vif) the replacement financial institutionLender, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viig) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.10 hereof (provided that the Borrower (or the succeeding Lender, if such Lender is willing) shall be obligated to pay the registration and processing assignment fee referred to therein), (viiih) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof, as the case may be; provided that a Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to replace such Lender cease to apply, and (ixi) any if more than one Lender shall request such replacement reimbursement based on the same circumstances giving rise to such request, the Borrower shall not be deemed permitted to be a waiver replace only one of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lendersuch Lenders.

Replacement of Lenders. The Borrower shall be permitted may replace, with a replacement financial institution reasonably satisfactory to replace the Administrative Agent, any Lender that (a) requests reimbursement for payment of any amounts owing pursuant to payable under Section 2.12 3.8, 3.9(a) or 2.13(a)3.14, (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderdeclines to deliver any requested consent to any waiver, with a replacement financial institution amendment or other entity; provided modification of any provision of any Loan Document that would require the consent of more than the Required Lenders, in each case, only if (i) such replacement replacement, waiver, amendment or modification does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) aboveonly, prior to any such replacement, such Lender shall have taken no action under Section 2.15 3.11 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 3.8 or 2.13(a3.9(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 3.10 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 3.8 or 2.13(a3.9(a), as the case may be, and (ix) 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 (x) in the case of clause (c) only, the requested waiver, amendment or other modification has been approved by the Borrower, the Administrative Agent and the Required Lenders.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16 or 2.13(a2.17(a), (b) defaults in its obligation requires relief pursuant to make Revolving Loans hereunder Section 2.20 or (c) is a Non-Extending Defaulting Lender or a Nonconsenting Lender, in each case with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.16 or 2.13(a)2.17(a) or relief pursuant to Section 2.20, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender for any amounts owing under Section 2.14 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay to the Lender being replaced all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a2.17(a), as the case may be, and (ix) 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. If any circumstances arise which result, or such Lender becomes aware of any circumstances which are expected to result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender’s Eurodollar Loans, such Lender shall use its commercially reasonable efforts to notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all steps, if any, it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances; provided that no delay or failure by any Lender to provide any such notice shall affect the obligations of the Borrower hereunder.

Replacement of Lenders. The Borrower shall be permitted to (a) replace with a financial institution or financial institutions, or (b) prepay, without premium or penalty (but subject to Section 2.21), the Loans of, any Lender that (ai) requests reimbursement for amounts owing or otherwise results in increased costs imposed on the Borrower or on account of which the Borrower is required to pay additional amounts to any Governmental Authority pursuant to Section 2.12 2.19, 2.20 or 2.13(a)2.21 (to the extent a request made by a Lender pursuant to the operation of Section 2.21 is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.22, (bii) is a Defaulting Lender or defaults in its obligation to make Revolving Loans hereunder comply with its obligations under Section 3.4 or (ciii) is a Non-Extending has refused to consent to any waiver or amendment with respect to any Loan Document that requires such Lender’s consent and has been consented to by the Required Lenders; provided that, with in the case of a replacement financial institution or other entity; provided that pursuant to clause (ia) above, (A) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (ivB) the replacement financial institution or financial institutions shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vC) the Borrower shall be liable to such replaced Lender under Section 2.14 2.21 (as though Section 2.21 were applicable) if any Eurodollar Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viD) the replacement financial institutioninstitution or financial institutions, (x) if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent 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 pursuant to Section 10.6(b)(i)(B) and (y) shall pay (unless otherwise paid by the Borrower) any processing and recordation fee required under Section 10.6(b)(ii)(B), (viiE) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiiF) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.19 or 2.13(a)2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (G) if applicable, the replacement financial institution or financial institutions shall consent to such amendment or waiver and (ixH) 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. Prepayments pursuant to clause (b) above (i) shall be accompanied by accrued and unpaid interest on the principal amount so prepaid up to the date of such prepayment and (ii) shall not be subject to the provisions of Section 2.18.

Replacement of Lenders. The Borrower shall be permitted may replace, with a replacement financial institution reasonably satisfactory to replace the Administrative Agent, any Lender that (a) requests reimbursement for payment of any amounts owing pursuant to payable under Section 2.12 3.9, 3.10(a) or 2.13(a), 3.15 or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entity; provided that but, in each case, only if (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 3.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 3.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 3.9, 3.10(a) or 2.13(a)3.15, as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16 or 2.13(a2.17(a), (b) defaults in its obligation requires relief pursuant to make Revolving Loans hereunder Section 2.20 or (c) is a Non-Extending Defaulting Lender or a Nonconsenting Lender, in each case with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.16 or 2.13(a)2.17(a) or relief pursuant to Section 2.20, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender for any amounts owing under Section 2.14 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay to the Lender being replaced all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a2.17(a), as the case may be, and (ix) 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. If any circumstances arise which result, or such Lender becomes aware of any circumstances which are expected to result, in the Borrower having to make such compensation or indemnification or in it becoming illegal for such Lender to make, fund or maintain such Lender’s Eurodollar Loans, such Lender shall use its commercially reasonable efforts to notify the Borrower thereof and, in consultation with the Borrower, such Lender shall take all steps, if any, it determines are reasonable and the Borrower determines are acceptable to mitigate the effect of those circumstances; provided that no delay or failure by any Lender to provide any such notice shall affect the obligations of the Borrower hereunder.

Replacement of Lenders. The Parent Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Parent Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the any Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Parent Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, of each of the Lenders or of each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided provided, that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of prior to any such replacement pursuant to clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender (including principal, interest and fees) on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be a Lender or reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided provided, that the Borrower or replacement financial institution shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace replace, with a financial institution, any Lender (other than Wachovia) that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.15, 2.16 or 2.13(a2.18(a), or (b) defaults is then in default of its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entityhereunder; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.15, 2.16 or 2.18(a), as applicable, so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.15, 2.16 or 2.13(a2.18(a), as applicable, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender and assume all Commitments of the replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15, 2.16 or 2.13(a2.18(a), as the case may bebe (and thereafter, shall pay all amounts incurred under such Sections prior to such replacement), and (ix) 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. In the event the replaced Lender fails to execute the agreements required under Section 9.6 in connection with any assignment pursuant to this Section 2.20, the Administrative Agent may, upon two (2) Business Days prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such replacement cease to apply.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests (on its behalf or any of its Participants) reimbursement for amounts owing pursuant to Section 2.12 2.15 or 2.13(a)2.16, (b) defaults in its obligation to make Revolving Loans hereunder provides notice under Section 2.21 or (c) is becomes a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 2.18 which eliminates the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a)2.16, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar Term Benchmark Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a)2.16, as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 4.9 or 2.13(a), 4.10(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entity(c) does not consent to any amendment to the Loan Documents which is otherwise approved by the Required Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 4.9 or 2.13(a4.10(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 4.9 or 2.13(a4.10(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall at its sole expense and effort be permitted to replace (a) any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.13 or 2.13(a)2.14, (b) defaults in its obligation to make Revolving Loans hereunder any Lender that is a Defaulting Lender or (c) any Lender that does not consent to an amendment, waiver or consent to any Loan Document for which the consent of such Lender is a Non-Extending Lender, with a replacement financial institution or other entityrequired but not obtained and the consent of the Required Lenders has been obtained; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.13 or 2.13(a)2.14, (iv) the replacement financial institution shall purchase, at parpar from such Lender, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.13 or 2.13(a)2.14, as the case may be, and (ix) 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. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowing to require such replacement cease to apply.

Replacement of Lenders. The Borrower shall be permitted to (a) replace with a financial institution or financial institutions, or (b) prepay, subject to any applicable premium required by Section 2.5, the Loans of, any Lender that (ai) requests reimbursement for amounts owing or otherwise results in increased costs imposed on the Borrower or on account of which the Borrower is required to pay additional amounts to any Governmental Authority pursuant to Section 2.12 2.10; (ii) has refused to consent to any waiver or 2.13(a)amendment with respect to any Loan Document that requires such Lender’s consent and has been consented to by the Required Lenders; or (iii) becomes the subject of a bankruptcy or insolvency proceeding; provided that, in the case of a replacement pursuant to clause (a) above, (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entity; provided that (iA) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (ivB) the replacement financial institution or financial institutions shall purchase, (x) until the second anniversary of the Closing Date, at para price equal to 102% of the principal amount of the Loans being purchased, and (y) thereafter, at par plus any premium that would have been required to be paid at the time by the Borrower were the Borrower to make a voluntary prepayment of such Loans pursuant to Section 2.5, all Revolving Loans and Loans, and, in each case, other amounts owing to such replaced Lender on or prior to the date of replacement; provided, that the Borrower may pay any premium owed under this clause (B) on behalf of such replacement financial institution or financial institutions, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viC) the replacement financial institutioninstitution or financial institutions, (x) if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent 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 pursuant to Section 9.6(b)(i)(B) and (y) shall pay (unless otherwise paid by the Borrower) any processing and recordation fee required under Section 9.6(b)(ii)(B), (viiD) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)9.6, (viiiE) until such time as such replacement shall be consummatedif applicable, the Borrower replacement financial institution or financial institutions shall pay all additional amounts (if any) required pursuant consent to Section 2.12 such amendment or 2.13(a), as the case may be, waiver and (ixF) 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. Prepayments pursuant to clause (b) above (i) shall be accompanied by accrued and unpaid interest on the principal amount so prepaid up to the date of such prepayment and (ii) shall not be subject to the provisions of Section 2.9.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a) (such Lender, an “Affected Lender”), (b) defaults in its obligation to make Revolving Loans hereunder is a Non‑Consenting Lender or (c) is a Non-Extending Defaulting Lender, with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) abovean Affected Lender, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 3.12 that have actually eliminated the continued need for payment of amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a), (iviii) the replacement financial institution or entity shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 3.11 if any Eurodollar LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, institution or entity shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that that, except in the case of clause (c) hereof, the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 3.9 or 2.13(a3.10(a), as the case may be, and (ixviii) 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 (ix) in the case of a Non‑Consenting Lender, (A) the replacement financial institution or entity shall consent at the time of such assignment to each matter in respect of which the replaced Lender was a Non‑Consenting Lender and (B) to the extent applicable, the Borrower shall pay any amounts due to such Non‑Consenting Lender pursuant to Section 3.2(e).

Replacement of Lenders. The Administrative Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof, (b) defaults in or asserts its obligation inability to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entityLIBOR Fixed Rate Loan pursuant to Section 3.5 hereof; provided that (ia) such replacement does not conflict with any Requirement of Law, (iib) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (iiic) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 3.4 hereof so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof or, if it has taken any action, such request has still been made, (ivd) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement and assume all commitments and obligations of such replaced Lender, (ve) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.14 3.3 hereof if any Alternate Currency or Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vif) the replacement financial institutionLender, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viig) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 12.10 hereof (provided that Borrowers (or the Borrower succeeding Lender, if such Lender is willing) shall be obligated to pay the registration and processing assignment fee referred to therein), and (viiih) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof, as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower Company shall be permitted to replace any Lender in accordance with Section 11.6 that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16 or 2.13(a), 2.17(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement in accordance with Section 11.6, (viii) in the Borrower case of clause (a) of this Section 2.20 only, the Borrowers shall be liable to such replaced Lender under Section 2.14 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viiv) the Administrative Agent and each Issuing Lender shall have consented to the replacement financial institution, if institution (such consent not already a Lender, shall to be reasonably satisfactory to the Administrative Agentunreasonably withheld), (viiv) the replaced Lender shall be obligated to make cooperate with such replacement in accordance with the provisions of Section 10.6 11.6 (provided it being agreed that the Borrower shall be obligated to pay the registration and processing fee referred to thereintherein shall not apply to such transaction), (viiivi) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a2.17(a), as the case may be, and (ixvii) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. In connection with the replacement of any Lender pursuant to this Section 2.20, the failure by such Lender to execute and deliver assignment documentation shall not impair the validity of the removal of such Lender, and the mandatory assignment of such Lender’s Commitments and outstanding Loans and participations in Letters of Credit, as applicable, shall nevertheless be effective without the execution by such Lender of such assignment documentation.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.14 or 2.13(a)2.15, (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained) with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacementreplacement pursuant to clause (a), such Lender shall have taken no action under Section 2.15 2.17 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.14 or 2.13(a)2.15, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)) or as the Administrative Agent shall otherwise reasonably determine, and if the replaced Lender fails to fulfill its obligations, the replacement shall occur anyway without any action being required on behalf of such replaced Lender, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.14 or 2.13(a)2.15, as the case may be, and (ix) 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.

Replacement of Lenders. The Parent Borrower shall be permitted to replace any Lender that (a) requests (or any Participant to which such Lender sold a participation requests) reimbursement for amounts owing pursuant to Section 2.12 2.13, 2.14(a) or 2.13(a2.14(d), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be 50% for this purpose) has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender (or Participant, as applicable) shall have taken no action under Section 2.15 2.16 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.13, 2.14(a), or 2.13(a2.14(d), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender (or Participant, as applicable) on or prior to the date of replacement, (v) the applicable Borrower shall be liable to such replaced Lender (or Participant, as applicable) under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender (or Participant, as applicable) shall be purchased other than on the last day of the Interest Period relating thereto, (vi) except in the case of a Participant, the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Parent Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.13, 2.14(a), or 2.13(a2.14(d), as the case may be, be and (ix) any such replacement shall not be deemed to be a waiver of any rights that the any Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender (or Participant, as applicable). Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrowers, the Administrative Agent and the assignee, and that the Lender (or Participant, as applicable) required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 Sections 2.11, 2.13 or 2.13(a2.14 (or with respect to which the Borrower is required to pay additional amounts or indemnity payments pursuant to such sections), (b) becomes a Defaulting Lender or otherwise defaults in its obligation to make Revolving Loans hereunder or (c) is has not consented to a Non-Extending Lenderproposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.1 that requires the consent of all Lenders or all Lenders under a particular Facility or each Lender affected thereby and which has been approved by the Required Lenders as provided in Section 10.1, with a replacement financial institution Lender or other entityEligible Assignee; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above), prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as 2.16 sufficient to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 Sections 2.11, 2.13 or 2.13(a)2.14, (iviii) the replacement financial institution or other Eligible Assignee shall purchase, at par, all Revolving Loans and other amounts (or, in the case of clause (c) as it relates to provisions affecting a particular Facility, Loans or other amounts owing under such Facility) owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institutioninstitution or other Eligible Assignee, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated deemed to make have made such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 Sections 2.11, 2.13 or 2.13(a)2.14, as the case may be, (viii) the Borrower shall pay to such replaced Lender all accrued and unpaid interest on all outstanding Loans of such replaced Lender and any prepayment premium due to the Lenders under Section 2.5(b) and (ix) 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. Upon any such assignment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof (or, in the case of clause (c) as it relates to provisions affecting a particular Facility, a Lender under such Facility); provided that any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender. Each Lender, the Administrative Agent and the Borrower agrees that in connection with the replacement of a Lender and upon payment to such replaced Lender of all amounts required to be paid under this Section 2.17, the Administrative Agent and the Borrower shall be authorized, without the need for additional consent from such replaced Lender, to execute an Assignment and Assumption on behalf of such replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and, to the extent required under Section 10.6, the Borrower, shall be effective for purposes of this Section 2.17 and Section 10.6. Notwithstanding anything to the contrary in this Section 2.17, in the event that a Lender which holds Loans or Commitments under more than one Facility does not agree to a proposed amendment, supplement, modification, consent or waiver which requires the consent of all Lenders under a particular Facility, the Borrower shall be permitted to replace the non-consenting Lender with respect to the affected Facility and may, but shall not be required to, replace such Lender with respect to any unaffected Facilities.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.20 or 2.13(a), on account of Non-Excluded Taxes pursuant to Section 2.21 or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is has become a Non-Extending LenderDefaulting Lender hereunder, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.20 or 2.13(a)on account of Non-Excluded Taxes pursuant to Section 2.21, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.22 for any losses suffered or expenses incurred by such Lender if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)) or pursuant to other procedures agreed upon by the Borrower and the Administrative Agent including deemed assignments upon payment to the replaced Lender of amounts required to be paid to it pursuant to this Section 2.24, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.20 or 2.13(a)on account of Non-Excluded Taxes pursuant to 2.21, as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower Company shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16 or 2.13(a2.17(a), (b) defaults in its obligation to make Revolving Loans hereunder is a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby and with respect to which the Required Lenders shall have granted their consent, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.16 or 2.13(a2.17(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the each applicable Borrower shall be liable to such replaced Lender under Section 2.14 2.18 if any Eurodollar Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower replaced Lender shall be obligated deemed to pay the registration have consented to an Assignment and processing fee referred Acceptance and shall not be required to thereinexecute an Assignment and Acceptance), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a2.17(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the any Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests (or any Participant to which such Lender sold a participation requests) reimbursement for amounts owing pursuant to Section 2.12 2.13, 2.14(a) or 2.13(a2.14(d), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be 50% for this purpose) has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender (or Participant, as applicable) shall have taken no action under Section 2.15 2.16 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.13, 2.14(a), or 2.13(a2.14(d), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender (or Participant, as applicable) on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender (or Participant, as applicable) under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender (or Participant, as applicable) shall be purchased other than on the last day of the Interest Period relating thereto, (vi) except in the case of a Participant, the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.13, 2.14(a), or 2.13(a2.14(d), as the case may be, and (ix) 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 LenderLender (or Participant, as applicable). Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender (or Participant, as applicable) required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests payment of, or reimbursement for for, amounts owing pursuant to under Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder or to purchase for cash an undivided participating interest in the then outstanding Swingline Loans under Section 2.7(c), or (c) fails to consent to any amendment, modification, supplement or waiver with respect to any of the provisions of the Loan Documents as contemplated in Section 10.1 where such amendment, modification, supplement or waiver has been approved by the Required Lenders in accordance with such Section, but the consent of each Lender is a Non-Extending Lenderrequired with respect thereto, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans Loans, interest, fees, and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.21 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a) (such Lender, an “Affected Lender”), (b) defaults in its obligation to make Revolving Loans hereunder is a Non-Consenting Lender or (c) is a Non-Extending Defaulting Lender, with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) abovean Affected Lender, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 3.12 that have actually eliminated the continued need for payment of amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a), (iviii) the replacement financial institution or entity shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 3.11 if any Eurodollar LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, institution or entity shall be reasonably satisfactory to the Administrative Agentan Eligible Assignee, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that that, except in the case of clause (c) hereof, the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 3.9 or 2.13(a3.10(a), as the case may be, and (viii) in the case of any such replacement resulting from claim of compensation under Section 3.9 or payments required to be made pursuant to Section 3.10(a), such replacement will result in a reduction or elimination of such compensation or payments thereafter, (ix) 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 (x) in the case of a Non-Consenting Lender, (A) the replacement financial institution or entity shall consent at the time of such assignment to each matter in respect of which the replaced Lender was a Non-Consenting Lender and (B) to the extent applicable, the Borrower shall pay any amounts due to such Non-Consenting Lender pursuant to Section 3.2(e).

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a), 2.19(a) or (b) defaults in its obligation does not consent to make Revolving Loans hereunder any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of all Lenders, of each of the Lenders or of each of the Lenders affected thereby (c) is a Non-Extending Lenderso long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided provided, that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of prior to any such replacement pursuant to clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender (including principal, interest and fees) shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be a Lender or reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided provided, that the Borrower or replacement financial institution shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 4.9 or 2.13(a), 4.10(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending “Defaulting Lender”), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have failed to take the actions required to be taken no action by such Lender under Section 2.15 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 4.9 or 2.13(a4.10(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 4.9 or 2.13(a4.10(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace with a financial institution any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.19, 2.20 or 2.13(a)2.21 (to the extent a request made by a Lender pursuant to the operation of Section 2.21 is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.22, (b) defaults in its obligation to make Revolving Loans hereunder hereunder, or (c) that (x) is a Non-Extending LenderDefaulting Lender or (y) has refused to consent to any waiver or amendment with respect to any Loan Document (including with respect to a Repricing Transaction, with a replacement financial institution in which case any assignment pursuant to this Section 2.24 is subject to the terms of Section 2.18(j)) that requires the consent of each Lender directly affected thereby or other entityof each Lender and has been consented to by the Required Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viii) the Borrower shall be liable to such replaced Lender under Section 2.14 2.21 (as though Section 2.21 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viiv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent 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 pursuant to Section 10.6(c), (viiv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiivi) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.19 or 2.13(a)2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (vii) if applicable, the replacement financial institution shall consent to such amendment or waiver and (ixviii) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a2.11(b), 2.14 or 2.15(a) or pursuant to Section 11.5(c) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entitylender; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such replaced Lender shall have taken no action under Section 2.15 so as to eliminate 2.17 which action shall have eliminated the continued need for payment of amounts owing pursuant to Section 2.12 2.11(b), 2.14, 2.15(a) or 2.13(a11.5(c), (iv) the replacement financial institution lender shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 other than the provision of Section 11.6(c) that relates to minimum aggregate principal amounts of Loans that will be replaced (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.14, 2.15(a) or 2.13(a11.5(c), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16, 2.17(a) or 2.13(a2.17(c), ; (b) defaults in its obligation to make Revolving Loans hereunder is a Defaulting Lender; or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.19 so as to fully eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.16 or 2.13(a2.17(a), (iviii) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institutioninstitution shall be approved by the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed and provided that, with respect to a replacement financial institution under the Term Facility, no consent of the Administrative Agent shall be needed if not already such replacement financial institution is a Lender, shall be reasonably satisfactory to the Administrative Agentan Affiliate of a Lender or an Approved Fund), (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a2.17(a), as the case may be, and (ixviii) 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. In the event that a Lender to be replaced hereunder does not execute an assignment pursuant to Section 10.6 within five (5) Business Days after receipt by such Lender of notice of replacement pursuant to this Section 2.20 and presentation to such Lender of an assignment evidencing an assignment pursuant to this Section 2.20, the Borrower shall be entitled (but not obligated) to execute such an assignment on behalf of such Lender, and any such assignment so executed by the Borrower, the replacement Lender and the Administrative Agent, shall be effective for purposes of this Section 2.20 and Section 10.6. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower or the Administrative Agent may obtain a replacement Lender and execute an assignment on behalf of such Defaulting Lender at any time and without prior notice to such Defaulting Lender and cause all of its interest, rights, and obligations hereunder including all of its Loans and Commitments and other amounts at any time owing to it hereunder and the other Loan Documents to be sold and assigned at par. Upon any such assignment and payment and compliance with the other provisions of Section 10.6, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to the benefits of Sections 2.16, 2.17, 2.18 and 10.5 hereunder (to the extent not accounted for in the first paragraph of this Section 2.20) shall survive as to such replaced Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Majority Lenders has been obtained) with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 3.11 if any Eurodollar LIBOR Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the replacement financial institution or the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 3.9 or 2.13(a3.10(a), as the case may be, and (ixviii) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise (including as a result of any action taken by such Lender under Section 3.12), the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement of Lenders. The Borrower Borrowers shall be permitted to replace with a financial institution acceptable to the Administrative Agent any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.17, Section 2.18 or 2.13(a), Section 2.20(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entityDefaulting Lender hereunder; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.17, Section 2.18(a) or Section 2.20(c), as applicable, so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.17, Section 2.18 or 2.13(aSection 2.20(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Applicable Borrower shall be liable to such replaced Lender under Section 2.14 2.19 if any Eurodollar LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory acceptable to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Applicable Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.17, 2.18 or 2.13(a2.20(a), as the case may be, (ix) a Canadian Lender may only be replaced with another Canadian Lender reasonably acceptable to the Canadian Agent, and (ixx) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative either Agent or any other Lender shall have against the replaced Lender. In the event any replaced Lender fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant to this Section 2.22, the Applicable Borrower may, upon two (2) Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Applicable Borrower to require such replacement cease to apply.

Replacement of Lenders. The Borrower shall be permitted to replace with a financial institution or financial institutions, fund or any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.19, 2.20 or 2.13(a)2.21 (to the extent a request made by a Lender pursuant to the operation of Section 2.21 is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.22, (b) defaults in its obligation to make Revolving Loans hereunder hereunder, or (c) is a Non-Extending has refused to consent to any waiver or amendment with respect to any Loan Document that requires such Lender, with a replacement financial institution or other entity’s consent and has been consented to by the Required Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution or financial institutions shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viii) the Borrower shall be liable to such replaced Lender under Section 2.14 2.21 (as though Section 2.21 were applicable) if any Eurodollar LIBO Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viiv) the replacement financial institutioninstitution or financial institutions, if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent 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 pursuant to Section 10.6(b)(i)(B), (viiv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiivi) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.19 or 2.13(a)2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (vii) if applicable, the replacement financial institution or financial institutions shall consent to such amendment or waiver and (ixviii) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be 50% for this purpose) has been obtained) (each such Lender, a “Non-Extending Consenting Lender”), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, (ix) in the case of any replacement resulting from a Lender becoming a Non-Consenting Lender, the replacement financial institution shall have consented to the applicable amendment, supplement, modification, consent or waiver and (ixx) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.13 or 2.13(a2.14(a), or (b) defaults in its obligation does not consent to make Revolving Loans hereunder any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (c) is a Non-Extending Lenderso long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall not have taken no action under Section 2.15 so as to eliminate eliminated the continued need for payment of amounts owing pursuant to Section 2.12 2.13 or 2.13(a2.14(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.13 or 2.13(a2.14(a), as the case may be, and (ix) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 Sections 2.11, 2.13 or 2.13(a2.14 (or with respect to which the Borrower is required to pay additional amounts or indemnity payments pursuant to such sections), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender or (c) is has not consented to a Non-Extending Lenderproposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.1 that requires the consent of all Lenders or all Lenders under a particular Facility or each Lender affected thereby and which has been approved by the Required Lenders as provided in Section 10.1, with a replacement financial institution Lender or other entityEligible Assignee; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above), prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as 2.16 sufficient to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 Sections 2.11, 2.13 or 2.13(a)2.14, (iviii) the replacement financial institution or other Eligible Assignee shall purchase, at par, all Revolving Loans and other amounts (or, in the case of clause (c) as it relates to provisions affecting a particular Facility, Loans or other amounts owing under such Facility) owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institutioninstitution or other Eligible Assignee, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viivi) the replaced Lender shall be obligated deemed to make have made such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiivii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 Sections 2.11, 2.13 or 2.13(a)2.14, as the case may be, (viii) the Borrower shall pay to such replaced Lender all accrued and unpaid interest on all outstanding Loans of such replaced Lender and any prepayment premium due to the Lenders under Section 2.5(b) and (ix) 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. Upon any such assignment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof (or, in the case of clause (c) as it relates to provisions affecting a particular Facility, a Lender under such Facility); provided that any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender. Each Lender, the Administrative Agent and the Borrower agrees that in connection with the replacement of a Lender and upon payment to such replaced Lender of all amounts required to be paid under this Section 2.17, the Administrative Agent and the Borrower shall be authorized, without the need for additional consent from such replaced Lender, to execute an Assignment and Assumption on behalf of such replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and, to the extent required under Section 10.6, the Borrower, shall be effective for purposes of this Section 2.17 and Section 10.6. Notwithstanding anything to the contrary in this Section 2.17, in the event that a Lender which holds Loans or Commitments under more than one Facility does not agree to a proposed amendment, supplement, modification, consent or waiver which requires the consent of all Lenders under a particular Facility, the Borrower shall be permitted to replace the non-consenting Lender with respect to the affected Facility and may, but shall not be required to, replace such Lender with respect to any unaffected Facilities.

Replacement of Lenders. The Borrower shall be permitted to replace any Co-Lender that (ai) requests reimbursement for amounts owing pursuant to Section 2.12 2.2.3 or 2.13(a), 2.2.8 or (bii) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entity; institution, provided that (iA) such replacement does not conflict with any Requirement of Applicable Law, (iiB) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (ivC) the replacement financial institution shall purchase, at par, such Co-Lender’s Pro Rate Share of the Loan and pay all Revolving Loans and other amounts owing to such replaced Co-Lender under this Agreement and the other Loan Documents on or prior to the date of replacement, (vE) the Borrower shall be liable to such replaced Co-Lender under Section 2.14 2.2.3(d) if any Eurodollar the Loan owing to such replaced Co-Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viF) the replacement financial institution, if not already a Co-Lender, shall be reasonably satisfactory to Lender and shall comply with the Administrative Agentrequirements of the Intercreditor Agreement with respect to transfers of the Loan, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiiG) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.2.3 or 2.13(a)2.2.8, as the case may be, and (ixI) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent Lender or any other Co-Lender shall have against the replaced Co-Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a), 2.19(a) or (b) defaults in its obligation does not consent to make Revolving Loans hereunder any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (c) is a Non-Extending Lenderso long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement[reserved], (iii) in the case of clause (a) above, prior to any such replacementreplacement pursuant to the preceding clause (a), such Lender shall have taken no action under Section 2.15 so as to eliminate not eliminated the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, an affiliate of a Lender or an Approved Fund, shall be reasonably satisfactory to the Administrative AgentAgent (in its capacity as such), (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for to which the Borrower becomes required to pay additional amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a), (b) defaults in its obligation to make Revolving Loans hereunder that is a Defaulting Lender, or (c) is a Non-Extending Lenderthat does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.18 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a), (iv) the replacement financial institution Lender shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement (it being understood that, (v) the Borrower shall be liable to upon receipt by such replaced Lender under Section 2.14 if any Eurodollar Loan of all amounts owing to it, such replaced Lender shall be purchased other than on deemed to have assigned its Commitment to the last day replacement Lender pursuant to a form of Assignment and Assumption in accordance with the Interest Period relating theretoprovisions of Section 10.6), (v) [reserved], (vi) the replacement financial institution, if not already a Lender, Lender shall be an Eligible Assignee reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a2.16(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16 or 2.13(a2.17(a), (b) defaults in its obligation to make Revolving Loans hereunder hereunder, or (c) is a Non-Extending does not consent to any amendment, modification, or waiver of this Agreement or any other Loan Document requested by the Borrower which requires the consent of all the Lenders (including such Lender’s consent) and which has been consented to by 662/3% of the Lenders, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.16 or 2.13(a)2.17(a) or consented to such amendment, modification or waiver, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a2.17(a), as the case may be, and (ix) 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.

Replacement of Lenders. The If any Lender delivers a notice to the Borrower pursuant to Sections 2.8, 2.10, 2.11, 2.12 or 2.14, then the Borrower shall be permitted have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more additional banks or financial institutions (collectively, the "Replacement Lender"), provided that (A) at the time of any replacement pursuant to this Section 2.17, the Replacement Lender that shall enter into one or more assignment agreements substantially in the form of Schedule 8.2(b) pursuant to, and in accordance with the terms of, Section 8.2(b) (and with all fees payable pursuant to said Section 8.2(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (a) requests reimbursement for amounts the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (b) all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.7, and (B) all obligations of the Borrower owing to the Replaced Lender (including all obligations, if any, owing pursuant to Section 2.12 2.8, 2.11 or 2.13(a)2.12, but excluding those obligations specifically described in clause (bA) defaults above in its obligation respect of which the assignment purchase price has been, or is concurrently being paid) shall be paid in full to make Revolving Loans hereunder or (c) is a Non-Extending Lender, such Replaced Lender concurrently with a replacement financial institution or other entity; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests (or any Participant to which such Lender sold a participation requests) reimbursement for amounts owing pursuant to Section 2.12 2.13, 2.14(a) or 2.13(a2.14(d), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be 50% for this purpose) has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender (or Participant, as applicable) shall have taken no action under Section 2.15 2.16 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.13, 2.14(a), or 2.13(a2.14(d), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender (or Participant, as applicable) on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender (or Participant, as applicable) under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender (or Participant, as applicable) shall be purchased other than on the last day of the Interest Period relating thereto, (vi) except in the case of a Participant, the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) 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.the

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.13 or 2.13(a2.14(a), (b) defaults in its obligation to make Revolving Loans hereunder is a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.16 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.13 or 2.13(a2.14(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.15 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.13 or 2.13(a2.14(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace with a financial entity or financial entities, any Lender that (ai) requests reimbursement for amounts owing pursuant to Sections 2.19, 2.20 or 2.21 or gives a notice of illegality pursuant to Section 2.12 or 2.13(a)2.22, (b) defaults in its obligation to make Revolving Loans hereunder or (cii) is a Non-Extending Defaulting Lender, or (iii) has refused to consent to any waiver or amendment with a replacement financial institution or other entityrespect to any Loan Document that requires such Lender’s consent and has been consented to by the Required Lenders; provided that (iA) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (ivB) the replacement financial institution entity or financial entities shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (vC) the Borrower shall be liable to such replaced Lender under Section 2.14 2.21 (as though Section 2.21 were applicable) if any Eurodollar Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viD) the replacement financial institutionentity or financial entities, (x) if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent 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 pursuant to Section 10.6(b)(i)(B) and (y) shall pay (unless otherwise paid by the Borrower) any processing and recordation fee required under Section 10.6(b)(ii)(B), (viiE) the Administrative Agent and any replacement financial entity or entities shall execute and deliver, and such replaced Lender shall thereupon be obligated deemed to make have executed and delivered, an appropriately completed Assignment and Assumption to effect such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)substitution, (viiiF) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 Sections 2.19 or 2.13(a)2.20, as the case may be, and in respect of any period prior to the date on which such replacement shall be consummated, (ixG) if applicable, the replacement financial entity or financial entities shall consent to such amendment or waiver, (H) 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 (I) if such replacement is in connection with a Repricing Transaction prior to the first anniversary of the Closing Date, the Borrower or the replacement Lender shall pay the replaced Lender a fee equal to 1% of the aggregate principal amount of its Tranche B Term Loans required to be assigned pursuant to this Section 2.24, but such replacement shall not be subject to the provisions of Section 2.18. 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 Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section and to be made in accordance with the terms and conditions of this Section 2.24. In addition, the Borrower shall be permitted to prepay or terminate, without duplication or penalty (but subject to Section 2.21), the Loans and Commitments of any Defaulting Lender. The prepayment of Loans or termination of the Revolving Commitments of any Lender pursuant to this paragraph shall not be subject to the provisions of Section 2.18.

Replacement of Lenders. The Administrative Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof, (b) defaults in or asserts its obligation inability to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entityLIBOR Fixed Rate Loan pursuant to Section 3.5 hereof; provided that (ia) such replacement does not conflict with any Requirement of Law, (iib) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (iiic) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 3.4 hereof so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof or, if it has taken any action, such request has still been made, (ivd) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement and assume all commitments and obligations of such replaced Lender, (ve) the Borrower appropriate Borrowers shall be liable to such replaced Lender under Section 2.14 3.3 hereof if any Eurodollar LIBOR Fixed Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vif) the replacement financial institutionLender, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (viig) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 12.10 hereof (provided that Borrowers (or the Borrower succeeding Lender, if such Lender is willing) shall be obligated to pay the registration and processing assignment fee referred to therein), and (viiih) until such time as such replacement shall be consummated, the Borrower appropriate Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 3.1 or 2.13(a)3.2(a) hereof, as the case may be, and (ix) 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.

Replacement of Lenders. The applicable Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the applicable Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Eurocurrency Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the applicable Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the applicable Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by Company, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective. 2.23.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 4.9, 4.10, or 2.13(a), 4.15 or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is becomes a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of LawLaw and is an Eligible Assignee, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 4.9 or 2.13(a)4.10, (iviii) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower shall be liable to such replaced Lender under Section 2.14 4.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement financial institution, if not already a LenderLender and if it is to be a Lender upon such replacement, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 4.9 or 2.13(a)4.10, as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower Borrowers shall be permitted to replace with a financial institution, or prepay all the outstanding Loans of, any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.19, 2.20 or 2.13(a)2.21 (to the extent a request made by a Lender pursuant to the operation of Section 2.21 is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.22, (b) defaults in its obligation obligations to make Revolving Term Loans hereunder or is a Defaulting Lender, or (c) is a Non-Extending that has refused to consent to any waiver or amendment with respect to any Loan Document that requires such Lender, with a replacement financial institution or other entity’s consent and has been consented to by the Required Lenders; provided that (i) any such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, or the Borrowers shall prepay, at par, all Revolving Term Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viii) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.14 2.21 (as though Section 2.21 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viiv) the any replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent 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 pursuant to Section 10.6(c), (viiv) the any replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viiivi) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.19 or 2.13(a)2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (vii) if applicable, the replacement financial institution shall consent to such amendment or waiver and (ixviii) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. If a Defaulting Lender cures all the Lender Defaults that caused such Lender to become a Defaulting Lender either (a) within three Business Days after the Borrowers notifies such Defaulting Lender that the Borrowers intends to replace such Defaulting Lender in accordance with this Section 2.24 or (b) if the Borrowers has not elected to remove such Defaulting Lender pursuant to this Section 2.24, at any time after such Lender becomes a Defaulting Lender, then three Business Days after such Defaulting Lender cures all existing Lender Defaults (to the reasonable satisfaction of the Administrative Agent, each Issuing Lender and the Borrowers) with respect to such Lender, it shall be deemed not to be a Defaulting Lender, all such Lender’s rights to payment under the Loan Documents shall be restored and the Borrowers shall no longer have the right to remove such Lender pursuant to this Section 2.24; provided that if such Lender commits one or more additional Lender Defaults after the date that such Lender was reinstated as a non-Defaulting Lender in accordance with this Section 2.24, the prior written consent of the Required Lenders shall be required to restore such Lender as a non-Defaulting Lender even after the cure of all such subsequent Lender Defaults.

Replacement of Lenders. The Borrower shall shall, at its sole cost and expense, be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.16 or 2.13(a), (b) defaults in its obligation to make Revolving Loans hereunder or is a Defaulting Lender, (c) is does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Credit Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as, subject to Section 11.1(d), the consent of the Required Lenders has been obtained) or (d) provides a Non-Extending Lender, with notice to the Borrower that such Lender requests a replacement financial institution or other entityconversion of Eurodollar Loans to ABR Loans pursuant to Section 2.10(c); provided that (i) such replacement does not conflict with any Requirement Requirements of Law, (ii) in the case of clause (c), no Event of Default shall have occurred and be continuing at the time of such replacementreplacement and the replacement Lender shall have consented to the amendment, supplement, modification, consent or waiver to which the replaced Lender did not consent, (iii) in the case of clause (a) aboveor (d), prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 2.19 that had the result of eliminating the continued need for payment of amounts owing pursuant to Section 2.12 2.16 or 2.13(a) or the conversion of Eurodollar Loans to ABR Loans pursuant to Section 2.10(a), (iv) the replacement financial institution applicable Eligible Assignee shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender under the Credit Documents on or prior to the date of replacement, (v) in the case of clauses (a) and (c), the Borrower shall be liable to such replaced Lender under Section 2.14 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, applicable Eligible Assignee shall be reasonably satisfactory to the Administrative AgentAgent and, if such financial institution shall become a Revolving Lender, each Revolving Facility Issuing Bank, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 11.3 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) in the case of clause (a), until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.16 or 2.13(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender Party shall have against the replaced Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a), (b) fails to consent to any amendment to this Agreement requested by the Borrower which requires the consent of all of the Lenders and which is consented to by the Required Lenders or (c) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending "Defaulting Lender"), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) to the extent the Borrower is making a replacement pursuant to clause (b) above, the replacement financial institution shall consent to the requested amendment, (vi) the Borrower shall be liable to such replaced Lender (other than a Defaulting Lender) under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vivii) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (viiviii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)9.6, (viiiix) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ixx) 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.

Replacement of Lenders. The Borrower shall be permitted to replace If any Lender that (a) requests reimbursement for compensation under Section 2.17, or if any Borrower is required to pay any additional amounts owing pursuant to the Administrative Agent, or any Issuing Lender on account of any Lender or to any Lender under Section 2.12 or 2.13(a2.18(a), or (b) defaults in its obligation to make Revolving Loans hereunder provides an Exclusion Notice or (c) is becomes a Non-Extending Defaulting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.6, provided that the Borrowers shall be obligated to pay the registration and processing 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 replacement financial institution or other entityLender accepts such assignment); provided that (i) such replacement assignment does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacementassignment, (iii) in the case of clause (a) above, prior to any such replacementassignment, such the Lender being replaced shall have taken no action under Section 2.15 so as to eliminate 2.22 resulting in the elimination of the continued need for payment of amounts owing pursuant to Section 2.12 2.17 or 2.13(a2.18(a), (iv) the replacement financial institution assignee shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementassignment, (v) the Borrower Borrowers shall be jointly and severally liable to such replaced Lender under Section 2.14 2.19 if any Eurodollar Loan or EURIBOR Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, assignee shall be reasonably satisfactory to the Administrative Agent, each Issuing Lender and each Swingline Lender, (vii) the replaced assigning Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)10.6, (viii) until such time as such replacement assignment shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.17 or 2.13(a2.18(a), as the case may be, and (ix) any such replacement assignment shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a), (b) is a Defaulting Lender or otherwise defaults in its obligation to make Revolving Loans hereunder hereunder, or (c) is a Non-Extending Lenderfails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof or of any other Loan Document that requires the approval of the Lenders directly affected thereby or the unanimous approval of all of the Lenders and Majority Lenders have approved such amendment, modification, termination, waiver or consent, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 3.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 3.9 or 2.13(a3.10(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 3.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 3.9 or 2.13(a3.10(a), as the case may be, and (ix) 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.14 or 2.13(a), 2.15(a) or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.17 so as to eliminate the continued need for payment of any amounts owing pursuant to Section 2.12 2.14 or 2.13(a2.15(a), (iv) the replacement financial institution shall purchase, at parpar (unless the Lender being replaced otherwise agrees to accept a lesser payment in its discretion), all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.16 if any Eurodollar Eurocurrency Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall (A) be reasonably satisfactory to the Administrative AgentAgent and (B) deliver to the Administrative Agent an administrative questionnaire, (vii) (A) in the event of a replacement of a Lender pursuant to clause (a) above, the Borrower shall deliver to the Administrative Agent a processing and recordation fee of $3,500 in accordance with Section 9.6 or (B) in the event of a replacement of a Lender pursuant to clause (b) above, the replaced Lender shall be obligated deliver to make such replacement the Administrative Agent a processing and recordation fee of $3,500 in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein)9.6, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.14 or 2.13(a2.15(a), as the case may be, and (ix) 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. In the event of a replacement of a Lender pursuant to this Section 2.18, such replaced Lender and the replacement financial institution shall promptly execute and deliver to the Administrative Agent and the Borrower an Assignment and Assumption, and shall comply with the provisions of Section 9.6(b)(iii), (iv) and (v) (other than the requirements included in such clause (v) with respect to the delivery of consents and the processing and recordation fee, which are covered above in this Section).

Replacement of Lenders. The Borrower Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18, Section 2.19 or 2.13(a), Section 2.21 or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entityDefaulting Lender hereunder; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.18, Section 2.19(a) or Section 2.21(e), as applicable, so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18, Section 2.19 or 2.13(a)Section 2.21, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Parent Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement shall be a financial institutioninstitution that, if not already a Lender, shall be reasonably satisfactory acceptable to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Parent Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until with respect to payments due through such time as such replacement shall be consummated, the Parent Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18, 2.19 or 2.13(a)2.21, as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. In the event any replaced Lender fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant to this Section 2.23, the Parent Borrower may, upon two (2) Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such replacement cease to apply.

Replacement of Lenders. (a) The Borrower Borrowers shall be permitted to replace replace, or terminate the Commitment of, any Lender that (aA) requests reimbursement for amounts owing pursuant to Section 2.12 2.15 or 2.13(a), (b2.16(a) defaults in its obligation to make Revolving Loans hereunder or (cB) is becomes a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.18 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a), (iviii) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (viv) the Borrower Borrowers shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (viv) to the extent required under Section 10.6, the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative AgentAgent and each Swingline Lender, if any, that holds Swingline Loans outstanding at the time of such replacement, (viivi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein), (viiivii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a2.16(a), as the case may be, and (ixviii) any such replacement or termination shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (b) defaults in its obligation to make Revolving Loans hereunder becomes a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.18 or 2.13(a2.19(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.18 or 2.13(a2.19(a), as the case may be, and (ix) 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. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests (on its behalf or any of its Participants) reimbursement for amounts owing pursuant to Section 2.12 2.14 or 2.13(a), 2.15 and such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17 or (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Defaulting Lender, with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate 2.17 which eliminates the continued need for payment of amounts owing pursuant to Section 2.12 2.14 or 2.13(a)2.15, (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.16 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgent and, if a different entity, the Issuing Lender, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.14 or 2.13(a)2.15, as the case may be, and (ix) 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; provided, further, that if the Borrower seeks to exercise such right, it must do so within sixty (60) days after it first knows or should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a replacement Lender that is acceptable to the Administrative Agent).

Replacement of Lenders. The Borrower Borrowers shall be permitted to replace with a financial institution acceptable to the Administrative Agent any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.17, Section 2.18 or 2.13(a), Section 2.20(a) or (b) defaults is then in default of its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lender, with a replacement financial institution or other entityhereunder; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.17, Section 2.18(a) or Section 2.20(c), as applicable, so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.17, Section 2.18 or 2.13(aSection 2.20(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Applicable Borrower shall be liable to such replaced Lender under Section 2.14 2.19 if any Eurodollar LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative AgentAgents, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Applicable Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.17, 2.18 or 2.13(a2.20(a), as the case may be, (ix) a Canadian Lender may only be replaced with another Canadian Lender acceptable to the Canadian Agent, and (ixx) any such replacement shall not be deemed to be a waiver of any rights that the BorrowerBorrowers, the Administrative either Agent or any other Lender shall have against the replaced Lender. In the event any replaced Lender fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant to this Section 2.22, the Applicable Borrower may, upon two (2) Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Applicable Borrower to require such replacement cease to apply.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 4.9, 4.10(a) or 2.13(a)4.15, (b) defaults in its obligation to make Revolving Loans hereunder or (c) withholds its consent to any amendment, waiver or other modification to any Loan Document requested by the Borrower that requires consent of such Lender and is a Non-Extending Lenderconsented to by the Administrative Agent and by the Required Lenders, with a replacement financial institution or other entity; provided that institution, but only if (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have has occurred and be is continuing at the time of such replacement, (iii) in the case of prior to any such replacement pursuant to clause (a) above, prior to any such replacement, such Lender shall have has taken no action under Section 2.15 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 4.9, 4.10(a) or 2.13(a)4.15, (iv) the replacement financial institution shall purchasepurchases, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement and assumes the Commitment of such replaced Lender, (v) the replacement financial institution, if not already a Lender, is reasonably satisfactory to the Administrative Agent and (vi) if such replaced Lender is the Issuing Lender, no Letter of Credit issued by the Issuing Lender shall remain outstanding after giving effect to such replacement. The replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein). The Borrower shall be liable to such replaced Lender under Section 2.14 4.11(c) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until . Until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 4.9, 4.10(a) or 2.13(a)4.15, as the case may be, and (ix) any . 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.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a), (b) defaults in its obligation to make Revolving Loans hereunder is a Defaulting Lender, or (c) is a Non-Extending Lenderdoes not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution or other entityinstitution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 2.18 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 2.15 or 2.13(a2.16(a), (iv) the replacement financial institution Lender shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement (it being understood that, upon receipt by such replaced Lender of all amounts owing to it, such replaced Lender shall be deemed to have assigned its Commitment to the replacement Lender pursuant to a form of Assignment and Assumption in accordance with the provisions of Section 10.6), (v) the Borrower shall be liable to such replaced Lender under Section 2.14 2.17 if any Eurodollar Term Benchmark Loan or any RFR Loan (solely if applicable after the effectiveness of a Benchmark Replacement or otherwise pursuant to Section 2.13) owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, Lender shall be an Eligible Assignee reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 2.15 or 2.13(a2.16(a), as the case may be, and (ix) 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 LenderXxxxxx.

Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a), (b) defaults in its obligation to make Revolving Loans hereunder or (c) is a Non-Extending Lenderhereunder, with a replacement financial institution or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other entityLoan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained); provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) in the case of clause (a) above, prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Revolving Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender for actual losses and out-of-pocket expenses, if any, due under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, institution shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) 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.