If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrowers may, on notice to the Administrative Agent and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to [Section 11.06] (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; provided, further, that all obligations of the Borrowers owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption. In connection with any such replacement under this [Section 2.16], if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption by the later of # the date on which the replacement Lender executes and delivers such Assignment and Assumption and # the date as of which all obligations of the Borrowers owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption as of such date and ESI shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Non-Extending Lender.

If, in connection with any proposed Extension Amendment, any Lender​ declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender,​, a “Non-Extending Lender”​”) then the Borrowers may, on notice to the Administrative Agent and the Non-Extending Lender,​, replace such Non-Extending Lender​ by causing such Lender​ to (and such Lender​ shall be obligated to) assign pursuant to [Section 11.06] (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender​ shall have any obligation to the Borrowers to find a replacement Lender;​; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; provided, further, that all obligations of the Borrowers owing to the Non-Extending Lender​ relating to the Existing Loans so assigned shall be paid in full by the assignee Lender​ to such Non-Extending Lender​ concurrently with such Assignment and Assumption. In connection with any such replacement under this [Section 2.16], if the Non-Extending Lender​ does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption by the later of # the date on which the replacement Lender​ executes and delivers such Assignment and Assumption and # the date as of which all obligations of the Borrowers owing to the Non-Extending Lender​ relating to the Existing Loans so assigned shall be paid in full by the assignee Lender​ to such Non-Extending Lender,​, then such Non-Extending Lender​ shall be deemed to have executed and delivered such Assignment and Assumption as of such date and ESI shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Non-Extending Lender.​.