Common use of Replacement of Lenders Clause in Contracts

Replacement of Lenders. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the Borrower is required to pay any Indemnified Taxes or any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section3.01, or if any Lender is a Non-Consenting Defaulting Lender, or if any Lender is subject to replacement pursuant to the last paragraph of Section 10.01, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 4.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 4.7, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0413.2), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 4.1 or Section 2.164.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under under‌ Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.4 and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0412.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.12, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.20(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the applicable 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, and consents required by, Section 11.048.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the Borrower Company is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 2.21(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Company 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, and consents required by, Section 11.049.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.11 or Section 2.162.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 2.21(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Company 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, and consents required by, Section 11.049.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.11 or Section 2.162.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.155.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 5.11, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 5.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0412.9), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 5.10 or Section 2.165.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 4.11, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 4.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.10), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 4.10 or Section 2.164.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.158.4, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 10.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 10.2(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower such Borrowers 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, and consents required by, Section 11.0410.9(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 8.4 or Section 2.1610.1) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.155.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 5.11, and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 5.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0412.9), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 5.10 or Section 2.165.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.19(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.14 or Section 2.16) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.18(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.05), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.14 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If (a) any Lender requests compensation under Section 2.153.04, or if (b) the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.01, in each case(c) any Lender gives a notice pursuant to Section 3.02 (which has not been revoked), such Lender has declined or is unable to designate a different lending office in accordance with paragraph (ad) of this Section, or if any Lender is a Non-Consenting Lender or (e) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.4 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0412.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.10, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 4.11 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.10, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its their sole expense and effort, upon notice by Borrower to such Lender and the Administrative Agent, require such Lender to assign and delegate (and such Lender agrees to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in, and the consents required by, Section 11.0412.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 4.10 or Section 2.164.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.15, 3.4 or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.6 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 3.7(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.4 or Section 2.163.6) and obligations under this Credit Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 2.18(a), or if any Lender is a Defaulting Lender or a Non-Consenting Approving Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.048.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.11 or Section 2.16) 2.14 and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.2, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.7(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.5), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.2 or Section 2.163.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.10, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.11 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.12.1, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Borrowers may, at its their 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, and consents required by, Section 11.0410.02), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.10 or Section 2.162.11) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.2 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aSection 3.6(a) of this Section, above or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.2) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.14, any Lender does not provide its consent in the case of any request of the Company where all Lenders are required to so consent (and the Required Lenders have consented thereto), or if the Borrower Company is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section2.16, or if any Lender is becomes a Non-Consenting Lender, Defaulting Lender then the Borrower Company may, at its sole expense expenses 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, and consents required by, Section 11.049.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.17(a), or if any Lender is a Defaulting Lender or a Non-Consenting LenderLender hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04)7.05, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.4 and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.01, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.02 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.03(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Borrowers may, at its their 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, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.01 or Section 2.163.02) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. (i) If any Lender requests compensation under Section 2.15, 2.14 or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 or Section 2.18 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph Section 2.19(a) or (aii) of this Section, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.14, Section 2.16 or Section 2.162.18) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.2, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.3 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.4(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.5), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.2 or Section 2.163.3) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.01, in each case, such if any Lender has declined or is unable gives a notice pursuant to designate a different lending office in accordance with paragraph (a) of this Section, Section 3.02 or if any Lender is a Non-Consenting LenderDefaulting Lender or if any other circumstance exists hereunder that gives any Borrower the right to replace a Lender as a party hereto, then the such 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, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 2.18(a), or if any Lender is a Defaulting Lender or a Non-Consenting Approving Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.048.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.11 or Section 2.162.14(a)) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.21(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.13 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.14(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.11 or Section 2.162.13) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.158.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 10.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 10.2(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.9(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 8.4 or Section 2.1610.1) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.15‎2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 ‎2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04‎11.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 ‎2.15 or Section 2.16‎2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.01, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender is a Non-Consenting Defaulting Lender, if any Lender is a Restricted Lender (as defined below) or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.13 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.14(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.11 or Section 2.162.13) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.6, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph clause (a) of this Sectionabove, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.10), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.6 or Section 2.163.1) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee a Person meeting the relevant qualifications under Section 11.10 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.6(a), or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.6(b) and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Non-Consenting Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.6(a) or Section 2.163.6(b)) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee Institution that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. (i) If any Lender requests compensation under Section 2.152.16, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.17 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.18, or (ii) if any Lender is a Non-Consenting LenderDefaulting Lender or (iii) if any Lender declines to approve any waiver, amendment or modification of this Agreement or any Credit Document that requires approval of all Lenders pursuant to Section 10.5 and to which the Required Lenders have consented or (iv) if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon written 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, and consents required by, Section 11.0410.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided thatprovided:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.04 or Section 4.05, or if the a Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and4.08, or if any Lender is not able to make or maintain its Loans or Commitments as a result of any event or circumstance contemplated in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 4.03, or if any Lender is a Non-Consenting Lender or a Defaulting Lender, then the Borrower Borrowers may, at its their sole expense and effort, upon notice 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, and consents required by, Section 11.0411.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.2 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aSection 3.6(a) of this Section, above or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.2) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.4 and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Borrowers may, at its their 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, and consents required by, Section 11.0411.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.18 or gives a notice under Section 2.21, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, Section or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.18 or Section 2.162.19) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.155.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 5.11, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 5.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0412.10), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 5.10 or Section 2.165.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.153.04, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.01, in each case, such (iii) any Lender has declined or is unable does not agree to designate a different lending office extend the Maturity Date in accordance with paragraph Section 2.14 or (aiv) of this Section, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. (i) If any Lender requests compensation under Section 2.15, 2.14 or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph Section 2.19(a) or (aii) of this Section, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.14 or Section 2.16) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.22.1, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04Article XII), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.155.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 5.11 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 5.12(a), or if any Lender is a Defaulting Lender hereunder or becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0414.10), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.01, in each case, such or if any Lender has declined or is unable gives a notice pursuant to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.02, or if any Lender is a Non-Consenting LenderDefaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.158.4, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 8.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 8.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Representative 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, and consents required by, Section 11.0410.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 8.4 or Section 2.168.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.13, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.19 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.20(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.03), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.10, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 4.11 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.10, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its their sole expense and effort, upon notice by Borrower to such Lender and the Administrative Agent, require such Lender to assign and delegate (and such Xxxxxx agrees to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in, and the consents required by, Section 11.0412.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 4.10 or Section 2.164.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.3, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 4.6 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph clause (a) of this Section), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.11), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16the Loan Documents) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the a Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section3.01, or if any Lender is a Non-Consenting LenderDefaulting Lender or is or becomes a Disqualified Institution, or if any Lender does not consent to any amendment or waiver of any provision hereof or of any other Loan Document for which its consent is required under Section 10.01 that has been approved by the Required Lenders, then the Borrower Borrowers may, at its their 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, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.15Sections 2.8 or 2.9, or if the requires any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.17 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.14(a), or if any Lender is a Non-Consenting Defaulting Lender, then the Borrower Borrowers may, at its their sole expense and effortexpense, 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, and consents required by, Section 11.0411.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 Sections 2.8 or Section 2.162.9) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee under Section 11.3 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04 or provides a notice under Section 3.02, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section3.01, or if any Lender is a Non-Consenting Lender or a Defaulting Lender, or if the Borrower wishes to replace a Lender pursuant to the last paragraph of Section 10.01, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender is a Defaulting Lender, or if any Lender requests compensation under Section 2.153.2, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section3.5, or if any Lender is a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, or if any Lender fails to consent to any amendment or waiver request pursuant to Section 10.1, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.5), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.15Subsection 1.11, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 Subsection 1.13 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph clause (a) of this SectionA), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04Subsection 8.1), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16the Loan Documents) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.1, and in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16Sections 3.1 and 3.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If (a) any Lender requests compensation under Section 2.152.10(a) or (b), or if (b) the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and2.13, in each case, such (c) any Lender has declined gives notice pursuant to Section 2.11 with respect to an occurrence or is unable state of affairs not applicable to designate a different lending office in accordance with paragraph all Lenders or (ad) of this Section, or if any Lender is a Non-Consenting Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.048.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents its Note, if any, to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.01, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender is a Non-Consenting LenderDefaulting Lender or if any other circumstance exists hereunder that, pursuant to the express terms hereof, gives the Borrower the right to replace a Lender as a party hereto (including such circumstances described in Section 10.01), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee arranged by the Borrower and the Administrative Agent that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.11, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.10), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 2.18(a), or if any Lender is a Non-Consenting Approving Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.11 or Section 2.162.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.01, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.02 and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 3.03(a), or if any Lender is a Non-Consenting Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.01 or Section 2.163.02) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.01, in each case, and such Lender has declined amounts or is unable to designate a different lending office in accordance with paragraph (a) of this Sectioncompensation do not affect Lenders generally, or if any Lender is a Non-Consenting LenderDefaulting Lender or as provided in Section 10.01, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents (and, in the case of the Term B-4 Loans, the IntermediateCo Unsecured Guarantee) to an Eligible Assignee that shall assume such obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.2 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aSection 3.6(a) of this Section, above or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.161.2) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.3, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 4.6 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph clause (a) of this Section), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.11), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16the Loan Documents) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.3, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 4.6 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph clause (a) of this Section), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Borrowers may, at its their 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, and consents required by, Section 11.0411.11), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16the Loan Documents) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.12, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Taxing Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section2.15, or if any Lender is a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, or if Administrative Borrower exercises its replacement rights under Section 11.02(d), then the Borrower Borrowers may, at its their sole expense and effort, upon notice by the Administrative Borrower to such Lender and the Administrative Funding Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.04 (including Section 11.04(h))), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.01, in each case, such or if any Lender has declined or is unable gives a notice pursuant to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.02, or if any Lender is a Non-Consenting LenderDefaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the Borrower is Co-Borrowers are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if any other circumstance exists hereunder that gives the Co-Borrowers the right to replace a Lender as a party hereto, then the Borrower Co-Borrowers may, at its their 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, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.155.10, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 5.11, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 5.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0412.9), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 5.10 or Section 2.165.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.1 and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.10, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.14, and, in each case, such Lender has declined or is unable to designate not designated a different lending office in accordance with paragraph (a) of this SectionSection 2.17(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Company 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, and consents required by, Section 11.049.02), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.10 or Section 2.162.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a such Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.7, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.6 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.8(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Collateral Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.6 or Section 2.162.7) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee a permitted assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that:

Replacement of Lenders. If any Lender requests compensation under Section 2.154.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 4.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 4.7, or if any Lender is a Non-Consenting Defaulting Lender or a Non‑Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0413.2), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 4.1 or Section 2.164.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.02, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.04(a), or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.07(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.02 or Section 2.163.01) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if any Lender delivers a notice described in Section 3.02, the Borrower is Loan Parties are required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Lead Borrower may, at its the Borrowers’ (in the case of any Foreign Borrower, only in respect of any applicable Foreign Lender) 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, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.159 of this Addendum 1, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 this Addendum 1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any a Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to Section 11.7 of the restrictions contained in, and consents required by, Section 11.04Loan Agreement), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16this Addendum 1) and obligations under this Loan Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.15‎2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 ‎2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.04‎11.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 ‎2.15 or Section 2.16‎2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:: ​ ​

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.16 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 2.20(a), or if any Lender is a Non-Consenting Defaulting Lender, then the Borrower Guarantor may, at its sole expense and efforteffort and so long as no Default is continuing, 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, and consents required by, Section 11.049.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.158.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 10.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 10.2(a), or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.9(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 8.4 or Section 2.1610.1) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.4, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.1, and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Defaulting Lender, a Non-Consenting Lender or a Non-Extending Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.4 or Section 2.163.1) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.12, or if the Borrower any Loan Party is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Taxing Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined 2.15 or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 7.10, or if any Lender is a Non-Consenting Defaulting Lender, or if the Designated Company or the Borrower exercises its replacement rights under Section 11.02(d), then the Designated Company or the Borrower may, at its sole expense and effort, upon notice by the Designated Company or the Borrower 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, and consents required by, Section 11.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender, the Company is entitled to replace any Lender pursuant to the provisions of Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section3.06, or if any Lender is a Defaulting Lender or a Non-Consenting LenderLender or if any other circumstance exists hereunder that gives the Company the right to replace a Lender as a party hereto, then the Borrower Company 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, and consents required by, Section 11.0410.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.02, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 3.04(a), or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.07(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.02 or Section 2.163.01) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.159.3, (ii) or if the a Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section9.4, or (iii) if any Lender is becomes a Non-Consenting Defaulting Lender, then the Borrower Borrowers may, at its sole their expense and efforteffort or, in the case of an assignment from a Defaulting Lender, at the expense of such Defaulting Lender, 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, and consents required by, Section 11.0411.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.04, or ceases to make LIBOR Rate Loans as a result of any condition described in Section 3.02 or 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section3.01, or if any Lender gives a notice pursuant to Section 3.02 or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.163.01 and 3.05) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.4 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Borrowers may, at its their 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, and consents required by, Section 11.0411.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.08, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority Body for the account of any Lender pursuant to Section 2.16 2.10 and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 8.07(e)(i), or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.048.07(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.08 or Section 2.162.10) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.4, or if the a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.7, or if any Lender is a Non-Consenting Defaulting Lender or a Non‑Consenting Lender, then the Borrower Borrowers may, at its their 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, and consents required by, Section 11.0411.2), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.11, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.16 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office Applicable Lending Office in accordance with paragraph (a) of this SectionSection 2.20(a), or if any Lender is a Defaulting Lender or an Non-Consenting Lender, then the Borrower Guarantor may, at its sole expense and efforteffort and so long as no Default is continuing, 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, and consents required by, Section 11.049.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.162.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.15, or if the Borrower is required pursuant to pay Section 2.11 or 2.13 to make any Indemnified Taxes or additional amounts payment to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.13, and, in each casewith respect to a payment pursuant to Section 2.13, such Lender has declined or is unable to designate a different lending office in accordance with paragraph Section 2.13(g) (a) of this Sectionany such Lender being a “Subject Lender”), or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such the Subject Lender and the Administrative AgentLenders and at the Borrower’s sole cost and expense, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that, in any event:

Replacement of Lenders. If (i) any Lender requests compensation under Section 2.153.4, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and3.1, in each case(iii) a single Lender does not consent to an amendment or waiver which, such Lender has declined or is unable pursuant to designate a different lending office in accordance with paragraph (a) Section 10.1, requires the consent of this Sectionall Lenders, or if (iv) any Lender is a Non-Consenting an Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.1516.12, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 16.12 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, Section 15.32.1 above or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0416.22), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.1616.12) and obligations under this Credit Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.15Sections 2.11(B) or (C), or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Sectionoffice, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0410.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.11 or Section 2.162.15) and obligations under this Agreement and the related Loan Transaction Documents to an Eligible Assignee a Person that meets the requirements of Section 10.8 that shall assume such obligations (which assignee may be another LenderLender hereunder, if a Lender such Xxxxxx accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.152.12, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 2.14, and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this SectionSection 2.16(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.049.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 2.12 or Section 2.162.14) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.1, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 2.21(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Borrowers may, at its their 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, and consents required by, Section 11.0410.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.1 or Section 2.163.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If any Lender requests compensation under Section 2.153.2, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 3.3 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 3.4(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0411.5), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 3.2 or Section 2.163.3) and obligations under this Agreement and the related Loan Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:: 71

Replacement of Lenders. If any Lender requests compensation under Section 2.1510.3, or if the any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 13.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this SectionSection 10.4, or if any Lender is a Non-Consenting Defaulting Lender or a Non‑Consenting Lender, then the Borrower Company 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, and consents required by, Section 11.0413.9), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 10.3 or Section 2.1613.1) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: