If # any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or # any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least five Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced

Replacement of Certain Lenders. In the event a Lender (an “Affected Lender”) shall have: # become a Defaulting Lender, # requested compensation from the Borrowers under [Sections 2.14(E), 4.1 or 4.2]2]2] to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, # delivered a notice pursuant to [Section 4.3] claiming that such Lender is unable to extend Eurocurrency Rate Loans to the Borrowers for reasons not generally applicable to the other Lenders, # has invoked [Section 10.2], or # failed or refused to consent by the relevant time to any amendment, waiver, supplement, restatement, discharge or termination of any provision of this Agreement when requested by the Company and the Administrative Agent and with respect to which # the consent of “each Lender” or “each Lender directly affected thereby” is required under Section 9.3 and # the Required Lenders have so consented then, in any such case, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Company and a copy to the Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign, pursuant to one or more duly executed Assignment Agreements within five (5) Business Days after the date of such demand, at the cost and expense of the Company, to one or more financial institutions that comply with the provisions of [Section 13.3(A)] which the Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (a “Replacement Lender”), all or any portion of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all Loans owing to it, in the case of any Term Loan Lender, its Term Loan Commitment (if any), and, in the case of any Revolving Loan Lender, its Revolving Loan Commitment, all of its participation interests in existing Letters of Credit (if any), and its obligation to participate in additional Letters of Credit (if any) in accordance with [Section 13.3]. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under [Sections 2.14(E), 4.1, and 4.2]2]2] with respect to such Affected Lender and compensation payable under [Section 2.14(C)] in the event of any replacement of any Affected Lender under clause (b) [(c), (d) or (e) of this Section 2.19]; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of [Sections 2.14(E), 2.20, 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7]7]7]7]7]7]7]7] (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under [Section 11.8] for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and in each case, such Lender has declined or is unable to designate a different lending office in accordance with [Section 3.06(a)], the Borrowers may replace such Lender in accordance with Section 10.13.

Replacement of Lenders. If the Borrowers are entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or a Non-Extending Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Partnership may, at the sole expense and effort of the Borrowers, 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 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lenders. If # only one Lender requests compensation under [Section 2.13] with respect to a particular event giving rise to such compensation, # if a Borrower is required to pay any additional amount to only one Lender or any Governmental Authority for the account of one Lender pursuant to [Section 2.11] with respect to a particular event giving rise to such payment, # if any Lender is a Defaulting Lender, # if any Lender is acquired by or merges with any other Person and such Lender is not the surviving Person, or # if any Lender fails to approve an amendment, consent or waiver hereunder which is approved by the Majority Lenders, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and Agent, # notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in clause (ii) below (excluding any prepayment penalty set forth in Section 3.1, it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or # require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.2]), all of its interests, rights and obligations under this Agreement and the 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:

If # any Lender requests compensation under Section 3.04, # 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 3.01, or # a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), or # any Lender is a Defaulting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agents, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Mitigation Obligations; Replacement of Lenders; Designated Lenders. (a) Designation of a Different Lending Office. If any Lender requests compensation under [Section 3.04], or the Borrower are required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.03, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment # would eliminate or reduce amounts payable pursuant to [Section 3.01 or 3.04], as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.03, as applicable, and # in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

Any Domestic Swing Line Lender may be replaced at any time by written agreement among [[Released U.K. Borrowers:Organization]], the Administrative Agent, the replaced Domestic Swing Line Lender, and a successor Domestic Swing Line Lender. The Administrative Agent shall notify the Domestic Lenders of any such replacement of a Domestic Swing Line Lender. At the time any such replacement shall become effective, [[Released U.K. Borrowers:Organization]] shall pay all unpaid interest accrued for the account of the replaced Domestic Swing Line Lender pursuant to Section 2.08. From and after the effective date of any such replacement, # the successor Domestic Swing Line Lender shall have all the rights and obligations of the replaced Domestic Swing Line Lender under this Agreement with respect to Domestic Swing Line Loans made thereafter, and # references herein to the term “Domestic Swing Line Lender” shall be deemed to refer to such successor or to any previous Domestic Swing Line Lender, or to such successor and all previous Domestic Swing Line Lenders, as the context shall require. After the replacement of a Domestic Swing Line Lender hereunder, the replaced Domestic Swing Line Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Domestic Swing Line Lender under this Agreement with respect to Domestic Swing Line Loans made by it prior to its replacement, but shall not be required to make additional Domestic Swing Line Loans. [Schedule 2.04] shall be deemed to be automatically updated to reflect the Domestic Swing Line Commitment of any Person that becomes a Domestic Swing Line Lender after the Closing Date pursuant to this [Section 2.04(g)(i)].

Replacement of Non-Extending Lenders. Subject to the satisfaction of the minimum extension requirement in [Section 2.14(d)] and the other conditions to the effectiveness of any such extension set forth in [Section 2.14(f)], the Borrowers shall have the right (but not the obligation), in their sole discretion, to, no later than the date that occurs sixty (60) days following the applicable Anniversary Date, elect to replace any Non-Extending Lender by causing such Non-Extending Lender to assign and delegate, without recourse, its interests, rights and obligations as a Lender under this Agreement and the related Loan Documents to one or more existing Lenders or Eligible Assignees pursuant to the terms of Section 11.13.

Replacement. A Party may replace its Alliance Manager at any time by informing the other Party’s Alliance Manager in writing (including by email).