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:

Replacement of Lenders. If any [[Organization C:Organization]] (an "Affected [[Organization C:Organization]]") # makes demand upon [[Organization A:Organization]] for (or if [[Organization A:Organization]] are otherwise required to pay) amounts pursuant to [Sections 3.8, 3.9, or 3.10]0]0], # is unable to make or maintain Eurodollar Rate Loans as a result of a condition described in [Section 2.2(g) or (c)])] is a Defaulting [[Organization C:Organization]], [[Organization A:Organization]] may, at their sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing the [[Organization A:Organization]] to be required to pay such compensation or causing [Section 2.2(g)] to be applicable), or [[Organization C:Organization]] Default, as the case may be, by notice (a "Replacement Notice") in writing to [[Organization B:Organization]] and such Affected [[Organization C:Organization]] # request the Affected [[Organization C:Organization]] to cooperate with [[Organization A:Organization]] in obtaining a replacement [[Organization C:Organization]] satisfactory to [[Organization B:Organization]] and [[Organization A:Organization]] (the "Replacement [[Organization C:Organization]]"); # ask the non-Affected Lenders to acquire and assume all of the Affected [[Organization C:Organization]]'s Revolving Advances and Revolver Commitment Percentage as provided herein, but none of such Lenders shall be under an obligation to do so; or # designate a Replacement [[Organization C:Organization]] approved by [[Organization B:Organization]], such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement [[Organization C:Organization]] shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected [[Organization C:Organization]]'s Revolving Advances and Revolver Commitment Percentage, then such Affected [[Organization C:Organization]] shall assign, in accordance with [Section 16.3], all of its Advances and Revolver Commitment Percentage and other rights and obligations under this Agreement and the Other Documents to such Replacement [[Organization C:Organization]] or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected [[Organization C:Organization]]; provided, however, that # such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected [[Organization C:Organization]] and such Replacement [[Organization C:Organization]] and/or non-Affected Lenders, as the case may be, # prior to any such assignment, [[Organization A:Organization]] shall have paid to such Affected [[Organization C:Organization]] all amounts properly demanded and unreimbursed under [Sections 3.8, 3.9, and 3.10]0]0], # [[Organization A:Organization]] shall have paid to [[Organization B:Organization]] any fees specified in [Section 16.3], # in case of any such assignment resulting from a claim for compensation under [Section 3.8], such assignment will result in a reduction in such compensation and # such assignment does not conflict with applicable law. A [[Organization C:Organization]] shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such a [[Organization C:Organization]] or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon the effective date of such assignment, [[Organization A:Organization]] shall issue replacement Notes to such Replacement [[Organization C:Organization]] and/or non-Affected Lenders, as the case may be, and such institution(s) shall become a "[[Organization C:Organization]]" for all purposes under this Agreement and the other Documents.

Replacement of Lenders. In the event a [[Organization A:Organization]] makes a request to the Borrowers for additional payments in accordance with [Sections 3.9, 3.10, 3.11, 3.12, 3.13 or 3.14]4]4]4]4]4] or a [[Organization A:Organization]] becomes a Defaulting [[Organization A:Organization]], then, provided that no Default or Event of Default has occurred and is continuing at such time and such [[Organization A:Organization]] has declined or is unable to designate another [[Organization A:Organization]] office in accordance with [Section 3.15(a)], the Borrowers may, at their own expense (such expense to include any transfer fee payable to the Administrative Agent under [Section 11.3(b)] and any expense pursuant to [Section 3.14]), and in their sole discretion, require such [[Organization A:Organization]] to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of [Section 11.3(b)]), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another [[Organization A:Organization]], if a [[Organization A:Organization]] accepts such assignment); provided that # such assignment shall not conflict with any law, rule or regulation or order of any court or other governmental authority and # the Borrowers or such assignee shall have paid to the assigning [[Organization A:Organization]] in immediately available funds the principal of and interest accrued to

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 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).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at ​ on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement pursuant to this [Section 8.01(b)] will occur prior to the applicable Benchmark Transition Start Date.