Common use of Replacement Clause in Contracts

Replacement. If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-Consenting Lender (as defined below), then the Parent 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the relevant Borrower to such Non-Consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Restatement Effective Date and giving rise to its status as a Non-Consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender.”

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-Consenting Lender (as defined below), then the Parent 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender.”

Replacement. If any Lender requests compensation under Section 2.15, or if any Borrower is required Borrowers are entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 2.175.10, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Representative Agent 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 in, and consents required by, Section 10.0414.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the other related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that that: (ia) the Borrower Representative shall have received the prior written consent of the paid to Administrative Agent the assignment fee (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not unreasonably be withheld, any) specified in Section 14.1; (iib) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and ); (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.15 5.7 or payments required to be made pursuant to Section 2.173.7, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any payments thereafter; (d) such assignment and delegation if, prior thereto, as does not conflict with Applicable Laws; and (e) in the case of an assignment resulting from a result of Lender becoming a waiver by such Lender or otherwiseNon-Consenting Lender, the circumstances entitling applicable assignee shall have consented to the Borrower Representative to require such assignment and delegation cease to applyapplicable amendment, waiver or consent.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-Consenting Lender (as defined below), then the Parent 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender”.

Replacement. If any Lender requests compensation under Section 2.15, or if any Borrower is required Borrowers are entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 2.175.9, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Representative Agent 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 in, and consents required by, Section 10.0413.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the other related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that that: (ia) the Borrower Representative shall have received the prior written consent of the paid to Administrative Agent the assignment fee (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not unreasonably be withheld, any) specified in Section 13.1; (iib) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 3.8) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and ); (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.15 5.7 or payments required to be made pursuant to Section 2.173.7, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any payments thereafter; (d) such assignment and delegation if, prior thereto, as does not conflict with Applicable Laws; and (e) in the case of an assignment resulting from a result of Lender becoming a waiver by such Lender or otherwiseNon-Consenting Lender, the circumstances entitling applicable assignee shall have consented to the Borrower Representative to require such assignment and delegation cease to applyapplicable amendment, waiver or consent.

Replacement. If any Lender requests compensation under Section 2.152.14, or if any the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Lender is becomes a Defaulting 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 Section 10.04), all its interests, rights (other than its exiting rights to payments pursuant to Sections 2.14 and 2.07) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Partieseach Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.152.14, or if any Borrower the Company is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Lender is becomes a Defaulting Lender, or if any Lender suspends its obligation to maintain or fund Fixed Rate Loans under Section 2.13, then the Borrower Representative 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 Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 or 2.16) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative Company shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting PartiesIssuing Bank, the Foreign Currency Lenders, and Swingline Lenders), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Foreign Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Company (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.152.14, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting PartiesIssuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-Consenting Lender (as defined below), then the Parent 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the relevant Borrower to such Non-Consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Closing Date and giving rise to its status as a Non-Consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender.”

Replacement. If any Lender requests compensation under Section 2.152.14, or if any the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Revolving Lender is becomes a Defaulting LenderLender or a Non-Consenting Lender (as provided in Section 10.02), 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, and if a Revolving Commitment is being assigned, the Fronting PartiesIssuing Banks and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts due under Section 2.15 other than in connection with an assignment resulting from a Lender’s default in its obligations to fund Loans), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.15, or if any Borrower is required Borrowers are entitled to pay any additional amount to any Lender or any Governmental Authority for the account of any replace a Lender pursuant to the provisions of Section 2.175.10, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Representative Agent 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 in, and consents required by, Section 10.0414.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the other related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that that: (ia) the Borrower Representative shall have received the prior written consent of the paid to Administrative Agent the assignment fee (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not unreasonably be withheld, any) specified in Section 14.1; (iib) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and ); Amended & Restated Loan Agreement (iiiPF) (c) in the case of any such assignment resulting from a claim for compensation under Section 2.15 5.7 or payments required to be made pursuant to Section 2.173.7, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any payments thereafter; (d) such assignment and delegation if, prior thereto, as does not conflict with Applicable Laws; and (e) in the case of an assignment resulting from a result of Lender becoming a waiver by such Lender or otherwiseNon-Consenting Lender, the circumstances entitling applicable assignee shall have consented to the Borrower Representative to require such assignment and delegation cease to applyapplicable amendment, waiver or consent.

Replacement. If any Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) unless such assignee is a Lender or an Affiliate of a Lender, the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A payments or (y) terminate the Commitments of such Lender shall not be required and repay all obligations of the Borrower owing to make any such assignment Lender relating to the Loans and delegation if, prior thereto, as a result of a waiver participations held by such Lender or otherwise, the circumstances entitling the Borrower Representative to require as of such assignment and delegation cease to apply.termination

Replacement. If In the event of (a) a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender requests compensation under Section 2.15subsections 2.7A or 2.7C, or if any Borrower (c) Company is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.17subsection 2.7B, or if (d) any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Representative Company may, at its sole expense and effort, upon notice if no Potential Event of Default or Event of Default then exists, to replace such Lender and (a "REPLACED LENDER") with one or more Eligible Assignees (collectively, the Administrative "REPLACEMENT LENDER") acceptable to Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) at the Borrower Representative time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall have received enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, if a Revolving Commitment is being assignedin connection therewith, shall pay to (x) the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loans of, and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder, from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such outstanding principal amount was not theretofore funded by such Replaced Lender, and accrued interest (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and fees) or the applicable Borrowers acceptance thereof by Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (in the case of all other amountsi) and (iiiii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the case furnishing of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made cash collateral in amounts and pursuant to Section 2.17, arrangements satisfactory to such assignment will result in a reduction in Issuing Lender) have been made with respect to such compensation or paymentsoutstanding Letters of Credit. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a 007751-0138-14324-Active.18437309 #86412664v10 Defaulting 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If In the event of (a) a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under Section 2.15subsection 2.7A, 2.7C or if any Borrower 3.6, (c) Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17subsection 2.7B, or if (d) any Lender is becomes a Defaulting Lender, then the Borrower Representative Company may, at its sole expense and effort, upon notice to replace such Lender and (a “Replaced Lender”) with one or more Eligible Assignees (collectively, the “Replacement Lender”) reasonably acceptable to Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) at the Borrower Representative time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall have received enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (outstanding Loans and Commitments of, and in each case participations in Letters of Credit by, the Replaced Lender and, if a Revolving Commitment is being assignedin connection therewith, shall pay to (x) the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loans of, and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, and all other amounts payable (y) the appropriate Issuing Lender an amount equal to such Replaced Lender’s Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder, from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such outstanding principal Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and accrued interest and fees) or the applicable Borrowers acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (in the case of all other amountsi) and (iiiii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the case furnishing of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made cash collateral in amounts and pursuant to Section 2.17, arrangements satisfactory to such assignment will result in a reduction in Issuing Lender) have been made with respect to such compensation or paymentsoutstanding Letters of Credit. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.15, or if any theany Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If In the event of (a) a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under Section 2.15subsection 2.7A, 2.7C or if any Borrower 3.6, (c) Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17subsection 2.7B, or if (d) any Lender is becomes a Defaulting Lender, then the Borrower Representative Company may, at its sole expense and effort, upon notice to replace such Lender and (a “Replaced Lender”) with one or more Eligible Assignees (collectively, the “Replacement Lender”) reasonably acceptable to Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) at the Borrower Representative time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall have received enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, if a Revolving Commitment is being assignedin connection therewith, shall pay to (x) the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loans of, and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender’s Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder, from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender and (z) Swing Line Lender an amount equal to such Replaced Lender’s Pro Rata Share of any Refunded Swing Line Loans to the extent such outstanding principal amount was not theretofore funded by such Replaced Lender and accrued interest (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and fees) or the applicable Borrowers acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (in the case of all other amountsi) and (iiiii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the case furnishing of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made cash collateral in amounts and pursuant to Section 2.17, arrangements satisfactory to such assignment will result in a reduction in Issuing Lender) have been made with respect to such compensation or paymentsoutstanding Letters of Credit. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.152.14, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Revolving Lender is becomes a Defaulting 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assignedAgent, the Fronting Parties)Issuing Banks and Swingline Lender, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts due under Section 2.15 other than in connection with an assignment resulting from a Lender's default in its obligations to fund Loans), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any a Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any a Lender is defaults in its obligation to fund Loans hereunder or if a Defaulting LenderLender has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other officer having similar powers or if a Lender shall become a Non-consenting Lender (as defined below), 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a "Non-consenting Lender".

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), then the Parent Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (ix) terminate the applicable Commitments of such Lender and repay the outstanding principal of its Loans of the relevant Class or Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder as of such termination date or (iiy ) at its sole expense and effort, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iiA) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (iiiiB ) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable), accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iiiiiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation (and such termination and repayment shall not occur) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment assignment, delegation or termination and delegation repayment cease to applyapply (in the case of a termination and repayment, prior to the date fixed in the applicable notice to such lender for such termination and repayment). In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders, all directly and adversely affected Lenders or any other Class or group of Lenders other than Required Lenders (or other applicable majority) in accordance with the terms of Section 10.02 and (iii) the Required CREDIT AGREEMENT, Page 98 Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-Consenting Lender (as defined below), then the Borrower Representative Parent may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentAgent (such notice automatically be deemed given if a Lender becomes a Defaulting Lender pursuant to clause (e)(iii) of the definition of “Defaulting Lender”), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.0410.03), all its interests, rights and obligations in one or more Classes (as the Parent shall elect) under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative Parent shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.03, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender.”

Replacement. If any Lender requests compensation under Section 2.152.14, or if any Borrower the Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Lender is becomes a Defaulting Lender, or if any Lender suspends its obligation to maintain or fund Fixed Rate Loans under Section 2.12(h), then the Borrower Representative 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative Company shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting PartiesIssuing Bank, the Foreign Currency Lenders, and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Foreign Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Company (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If any (i) a Lender requests compensation under Section 2.152.12, or if any (ii) the Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.172.14, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-Consenting Lender (as defined below), 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loansof the relevant Class or Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender.”

Replacement. If In the event of (a) a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under Section 2.15subsection 2.7A, 2.7C or if any Borrower 3.6, (c) Company is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.17subsection 2.7B, or if (d) any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Representative Company may, at its sole expense and effort, upon notice to if no Potential Event of Default or Event of Default then exists, replace such Lender and (a "Replaced Lender") with one or more Eligible Assignees (collectively, the "Replacement Lender") acceptable to Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) at the Borrower Representative time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall have received enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, if a Revolving Commitment is being assignedin connection therewith, shall pay to (x) the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loans of, and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder, from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such outstanding principal amount was not theretofore funded by such Replaced Lender, and accrued interest (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and fees) or the applicable Borrowers acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (in the case of all other amountsi) and (iiiii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the case furnishing of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made cash collateral in amounts and pursuant to Section 2.17, arrangements satisfactory to such assignment will result in a reduction in Issuing Lender) have been made with respect to such compensation or paymentsoutstanding Letters of Credit. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), then the Parent 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply.. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”. CREDIT AGREEMENT, Page 77

Replacement. If any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender requests compensation under Section 2.15(a "NON-CONSENTING LENDER") refuses to consent to an amendment, modification or if any Borrower is required waiver of this Agreement that, pursuant to pay any additional amount to any subsection 11.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender or a Defaulting Lender (any Governmental Authority for such Lender, a "SUBJECT LENDER"), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the account Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of any the Subject Lender hereunder, and (ii) if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to Section 2.17, or if any Lender subsection 2.8 and/or is a Defaulting Lender, then the Borrower Representative may, at unwilling to remedy its sole expense and effort, default upon 10 days prior written notice to such the Subject Lender and the Administrative Agent, Company may require such the Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsCommitments to such other Lender, Available Currency LoansLenders, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (Eligible Assignee or Eligible Assignees pursuant to the extent provisions of subsection 11.1B; PROVIDED that, prior to or concurrently with such outstanding principal and accrued interest and feesreplacement, (1) or Company has paid to the applicable Borrowers Lender receiving such notice all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) through such date of replacement, (2) the processing fee required to be paid by subsection 11.1B(i) shall have been paid to Administrative Agent by the assignee, (3) all of the requirements for such assignment contained in subsection 11.1B, including, without limitation, the case consent of all other amountsAdministrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (iii4) in the case event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of any such assignment resulting from assignment, to each matter in respect of which such Subject Lender was a claim for compensation under Section 2.15 or payments required Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to applyCommitments.

Replacement. If any Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) unless such assignee is a Lender or an Affiliate of a Lender, the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or paymentspayments or (y) terminate the Commitments of such Lender and repay all obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If In the event (a) of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 11.6, (b) any Lender becomes an Affected Lender or requests compensation under Section 2.15subsection 2.7A, 2.7C or if any Borrower is 3.6, (c) the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.17subsection 2.7B, or if (d) any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Representative Borrowers may, at its their sole expense and effort, upon notice to if no Potential Event of Default or Event of Default then exists, replace such Lender and (a "REPLACED LENDER") with one or more Eligible Assignees (collectively, the "REPLACEMENT LENDER") reasonably acceptable to Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) at the Borrower Representative time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall have received enter into one or more Assignment Agreements pursuant to subsection 11.1B (and with all fees payable pursuant to such subsection 11.1B to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (outstanding Loans and Commitments of, and participations in Letters of Credit by, the Replaced Lender and, if a Revolving Commitment is being assignedin connection therewith, shall pay to (x) the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loans of, and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto and all other amounts payable (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder, from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of the Borrowers owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such outstanding principal Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and accrued interest and fees) or the applicable Borrowers acceptance thereof by Administrative Agent pursuant to subsection 11.1B, the payment of amounts referred to in clauses (in the case of all other amountsi) and (iiiii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such 100 Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the case furnishing of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made cash collateral in amounts and pursuant to Section 2.17, arrangements satisfactory to such assignment will result in a reduction in Issuing Lender) have been made with respect to such compensation or paymentsoutstanding Letters of Credit. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.152.14, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assignedAgent, the Fronting Parties)Issuing Banks and Swingline Lender, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts due under Section 2.15 other than in connection with an assignment resulting from a Lender's default in its obligations to fund Loans), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.152.14, or if any the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Lender is SIXTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT, Page 48 becomes a Defaulting 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 Section 10.04), all its interests, rights (other than its exiting rights to payments pursuant to Sections 2.14 and 2.07) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Partieseach Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), then the Parent Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) terminate the applicable Commitments of such Lender and repay the outstanding principal of its Loans of the relevant Class or Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder as of such termination date or (ii) at its sole expense and effort, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable), accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation (and such termination and repayment shall not occur) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment assignment, delegation or termination and delegation repayment cease to applyapply (in the case of a termination and repayment, prior to the date fixed in the applicable notice to such lender for such termination and repayment). In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders, all directly and adversely affected Lenders or any other Class or group of Lenders other than Required Lenders (or other applicable majority) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), then the Parent 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.

Replacement. If any Lender requests compensation under Section 2.152.12, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender2.14, 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.12 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any a Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any a Lender is defaults in its obligation to fund Loans hereunder, or if a Defaulting LenderLender has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other officer having similar powers or if a Lender shall become a Non-consenting Lender (as defined below), 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will would result in a reduction in such compensation or paymentspayments in the future. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), then the Parent 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, CREDIT AGREEMENT, Page 77 the circumstances entitling the Borrower Representative Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.

Replacement. If In the event of (a) a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under Section 2.15subsection 2.7A, 2.7C or if any Borrower 3.6, (c) Company is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.17subsection 2.7B, or if (d) any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Representative Company may, at its sole expense and effort, upon notice to replace such Lender and (a "Replaced Lender") with one or more Eligible Assignees (collectively, the "Replacement Lender") acceptable to Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) at the Borrower Representative time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall have received enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, if a Revolving Commitment is being assignedin connection therewith, shall pay to (x) the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loans of, and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder, from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such outstanding principal amount was not theretofore funded by such Replaced Lender, and accrued interest (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and fees) or the applicable Borrowers acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (in the case of all other amountsi) and (iiiii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the case furnishing of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made cash collateral in amounts and pursuant to Section 2.17, arrangements satisfactory to such assignment will result in a reduction in Issuing Lender) have been made with respect to such compensation or paymentsoutstanding Letters of Credit. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.152.14, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assignedAgent, the Fronting Parties)Issuing Banks and Swingline Lender, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts due under Section 2.15 other than in connection with an assignment resulting from a Lender’s default in its obligations to fund Loans), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.16 or payments required to be made pursuant to Section 2.172.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) a Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), then the Parent Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) terminate the applicable Commitments of such Lender and repay the outstanding principal of its Loans of the relevant Class or Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder as of such termination date or (ii) at its sole expense and effort, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to such assignee Lender to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable), accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation (and such termination and repayment shall not occur) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Borrowers to require such assignment and, delegation or termination and delegation repayment cease to applyapply (in the case of a termination and repayment, prior to the date fixed in the applicable notice to such lender for such termination and repayment). In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or, all directly and adversely affected Lenders or any other Class or group of Lenders other than Required Lenders (or other applicable majority) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.

Replacement. If any Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) unless such assignee is a Lender or an Affiliate of a Lender, the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or paymentspayments or (y) terminate the Commitments of such Lender and repay all obligations of the Borrower owing to such Lender relating to the Loans held by such Lender as of such termination date. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) the Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), 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 Section 10.04), all its interests, rights and obligations in one or more Classes (as the Borrower shall elect) under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a "Non-consenting Lender".

Replacement. If any Lender requests compensation under Section 2.152.14, or if any the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.16, or if any Lender is becomes a Defaulting 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 Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.14 and 2.07) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Partieseach Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.14 or payments required to be made pursuant to Section 2.172.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If In the event that (a) any Lender becomes an Affected Lender or requests compensation under Section 2.15subsection 2.8A or 2.8C, or if any Borrower (b) Company is required to pay any additional amount to any Lender or any Governmental Authority governmental authority for the account of any Lender pursuant to Section 2.17subsection 2.8B, or if (c) any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Representative Company may, at its sole expense and effort, upon notice to if no Default or Event of Default exists, replace such Lender and (a "Replaced Lender") with one or more Eligible Assignees (collectively, the "Replacement Lender") acceptable to Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) at the Borrower Representative time of any replacement pursuant to this subsection 2.9 the Replacement Lender shall have received enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (outstanding Loans and Commitments of the Replaced Lender and, if a Revolving Commitment is being assignedin connection therewith, shall pay to the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loans of, and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable to it hereunder, from the assignee (owing to the extent Replaced Lender with respect thereto and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.7D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such outstanding principal Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and accrued interest and fees) or the applicable Borrowers acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (in the case of all other amountsi) and (iiiii) in above and, if so requested by the case Replacement Lender, delivery to the Replacement Lender of any the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or paymentsReplaced Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If In the event of (a) a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under Section 2.15subsection 2.7A, 2.7C or if any Borrower 3.6, (c) Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17subsection 2.7B, or if (d) any Lender is becomes a Defaulting Lender, then the Borrower Representative Company may, at its sole expense and effort, upon notice to replace such Lender and (a “Replaced Lender”) with one or more Eligible Assignees (collectively, the “Replacement Lender”) reasonably acceptable to Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) at the Borrower Representative time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall have received enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the prior written consent Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Administrative Agent (outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, if a Revolving Commitment is being assignedin connection therewith, shall pay to (x) the Fronting Parties), which consent shall not unreasonably be withheld, (ii) such Replaced Lender shall have received payment of in respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loans of, and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender’s Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder, from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender’s Pro Rata Share of any Refunded Swing Line Loans to the extent such outstanding principal amount was not theretofore funded by such Replaced Lender, and accrued interest (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and fees) or the applicable Borrowers acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (in the case of all other amountsi) and (iiiii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the case furnishing of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made cash collateral in amounts and pursuant to Section 2.17, arrangements satisfactory to such assignment will result in a reduction in Issuing Lender) have been made with respect to such compensation or paymentsoutstanding Letters of Credit. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative Company to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) unless such assignee is a Lender or an Affiliate of a Lender, the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or paymentspayments or (y) repay all obligations of the Borrower owing to such Lender relating to the Loans held by such Lender as of such termination date. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.15, or if any the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower Representative may, at its sole expense 007751-0138-14353-Active.16343568 and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any Lender requests compensation under Section 2.152.11, or if any the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.172.13, or if any Lender is becomes a Defaulting 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 Section 10.04), all its interests, rights (other than its exiting rights to payments pursuant to Sections 2.11 and 2.04) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties)Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) ), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.11 or payments required to be made pursuant to Section 2.172.13, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply.

Replacement. If any (i) a Lender requests compensation under Section 2.15, or if any (ii) the Borrower is required to pay any additional amount to any a Lender or any Governmental Authority for the account of any a Lender pursuant to Section 2.17, (iii) a Lender defaults in its obligation to fund Loans hereunder, has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or if any Lender other officer having similar powers, or otherwise is a Defaulting Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), 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 Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Representative shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, to the Fronting Parties)extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrowers Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all affected Lenders) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a "Non-consenting Lender". Section 2.5. Addition of Section 2.21. Section 2.21 is added to the end of Article II to the Agreement immediately following Section 2.20 thereto and such new Section 2.21 shall read in its entirety as follows: