Replacement of Lenders. If # any Lender requests compensation under [Section 5.10], # the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11], and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with [[Section 5.12(a) or (c)])]])] if any Lender is a Defaulting Lender or a Non‑Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10] or [Section 5.11]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If # any Lender requests compensation under [Section 5.10], # the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11], and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with [[Section 5.12(a) or (c)])]])] if any Lender is a Defaulting Lender or a Non‑Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10] or [Section 5.11]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders.​. If # any Lender requests compensation under [Section 5.10], #or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11], and, in each case, such Lender has declined or is unable to designate a different Lending Office or assigns its rights and obligations hereunder to another of its offices, branches or affiliates in accordance with [[Section[Section 5.12(a)], or (c)])]])] if any Lender is a Defaulting Lender or a Non‑Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10] or [Section 5.11]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If # any Lender requests compensation under [Section 5.10]3.1], # theor if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11],3.4] and, in each case, such Lender has declined or is unable to designate a different Lending Officelending office in accordance with [[Section 5.12([Section 3.6(a)], or (c)])]])] if any Lender is a Defaulting Lender or a Non‑Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]8]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10]3.1] or [Section 5.11]3.4]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Section # Replacement of Lenders. If # any Lender requests compensation under [Section 5.10]4.04], #or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11],4.01] and, in each case, such Lender has declined or is unable to designate a different Lending Officelending office in accordance with [[Section 5.12(a)[Section 4.07], or (c)])]])] if any Lender is a Defaulting Lender or a Non‑Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]13.02]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10]4.01] or [Section 5.11]4.04]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If # any Lender requests compensation under [Section 5.10]2.11], #or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authoritygovernmental authority for the account of any Lender pursuant to [Section 5.11],2.14] and, in each case, such Lender has declined or is unable to designate a different Lending Officelending office in accordance with [[Section 5.12([Section 2.21(a)], or (c)])]])] if any Lender is a Defaulting Lender or a Non‑Consenting Lender,Lender that does not approve any consent, waiver or amendment that # requires the approval of all affected Lenders in accordance with the terms of [Section 8.01] and # has been approved by the Required Lenders (a “Non-Approving Lender”), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]8.07]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10]2.11] or [Section 5.11]2.14]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If # any Lender requests compensation under [Section 5.10], #3.4] or if the Borrower isBorrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11],3.6] and, in each case, such Lender has declined or is unable to designate a different Applicable Lending Office in accordance with [[Section 5.12([Section 3.7(a)], or (c)])]])] if any Lender is a Defaulting Lender or a Non‑Non-Consenting Lender, then the BorrowerBorrowers may, at itstheir sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]10.4]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10]3.4] or [Section 5.11]3.6]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

Replacement of Lenders. If # any Lender requests compensation under [Section 5.10], # the2.15] or is a Defaulting Lender, or if any Borrower is required to pay any Indemnified Taxes or additional amountsamount to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11]2.17], and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with [[Section 5.12(a) or (c)])]])] if any Lender is a Defaulting Lender or a Non‑Consenting Lender, then the BorrowerBorrowers may, at itstheir sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,in [Section 12.9]10.04]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10] or [Section 5.11]) and obligations under this Agreement and the related Loan Documents to an Eligible Assigneeassignee that shall assumeassumes such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:that # the

Replacement of Lenders.Lenders If # any Lender requests compensation under [Section 5.10]3.04], # theany Borrower is required to pay any Indemnified Taxes or additional amountsamount to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11]3.01], and, in each case, such# any Lender has declinedis a Non-Consenting Lender (as defined below), or is unable to designate a different Lending Office in accordance with [[Section 5.12(a) or (c)])]])] if# any Lender is a Defaulting Lender or a Non‑Consenting Lender, then the Borrower​ may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 12.9]11.06]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10] or [Section 5.11]) and obligations under this Agreement and the related Loan Documents to an Eligible Assigneeassignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);, provided that:

Replacement of Lenders. If # any Lender requests compensation under [Section 5.10],2.15] or # theany Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 5.11], and, in each case, such Lender has declined2.17] or is unable to designate a different Lending Office in accordance with [[Section 5.12(a) or (c)])]])] if# any Lender isbecomes a Defaulting Lender or a Non‑Consenting Lender, then the Borrower​ may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,in [Section 12.9]8.04]), all of its interests, rights (other than its existing rights to payments pursuant to [Section 5.10][[Sections 2.15 or [Section 5.11]2.17]7]]7]) and obligations under this Agreement and the related Loan Documents to an Eligible Assigneeassignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:that # ​ shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, each Issuing Bank), which consent shall not unreasonably be withheld, # such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC 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 ​ (in the case of all other amounts) and # 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 ​ to require such assignment and delegation cease to apply.