Common use of Replacement of a Lender Clause in Contracts

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.8A from a Lender, replace such a Revolving Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to fund a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender Revolving Loan pursuant to this Clause 3.5 shall be subject to the following conditions: Agreement, a Lender (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any 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 Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.

Replacement of a Lender. (a) If at any time: (i) any Company receives notice that it may incur Obligations under subsection 2.7 through a written statement delivered pursuant to subsection 2.8A from Administrative Agent or a Lender becomes a Non-Consenting Lender or otherwise (as defined in paragraph (c) belowother than for breakage costs under subsection 2.6D or circumstances affecting all of the Lenders); or , (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such is a Defaulting Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires the consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or (iv) a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (A) no 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 Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (B) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made), (C) in the case of clause (iii) above, with respect to matters requiring the consent of 100% of the Lenders, Requisite Lenders have consented to such amendment, modification or waiver, and (D), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or the assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replaceAgent as a Lender) becomes a Replacement Candidate (as defined below), Borrower shall have the right to require such Lender to assign to another lender or other institution selected by Borrower and reasonably satisfactory to the Agent (which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations may be one or more of the transferring Lender (including Lenders) the assumption of Commitments and the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of Notes held by such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) terms of an appropriately completed Assignment and Acceptance in accordance with Section 10.23; provided, that neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find any such lender or other institution and in order for Borrower to replace a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender , Borrower must require such replacement must take place no later than 30 days after within three (3) months of the date the Borrowers notify Lender became a Replacement Candidate. Each Lender (other than the Non-Consenting Agent as a Lender) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender’s interest in the Loans owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid fees accrued for the account of such Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender all other amounts then owing to such Lender hereunder or under any other Financing Agreement. A Lender will become a “Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: Candidate” if (i) it has made a Borrower demand under Sections 10.20, 10.21 or the Agent has requested the Lenders to give a consent in relation to 10.22, or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) is a Defaulting Lender. The rights of Borrower, the consent, waiver or amendment in question requires Agent and the approval of all Lenders; and (iii) other Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment under this Section 10.32 shall be deemed in addition to any other rights or remedies Borrower, the Agent and the other Lenders may have under this Agreement, at law or in equity (including but not limited to the right of setoff with respect to the Liabilities owed to a “Non-Consenting Defaulting Lender”).

Replacement of a Lender. (a) If at any time: (i) any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender becomes a Non-Consenting Defaulting Lender, a Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of Lenders or 100% of Lenders with Obligations directly affected and such amendment, modification or waiver has been approved by Requisite Lenders or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii) if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8A and/or remains a Defaulting Lender, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, accrued interest, accrued fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8C (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents in respect of the interest so assigned, (2) the processing fee, if any, required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting statement of amounts due pursuant to subsection 2.8A from a Lender (as defined in paragraph (c) belowother than for breakage costs under subsection 2.6D); or , (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such is a Defaulting Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or (iv) a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no 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 Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or the assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender.

Replacement of a Lender. (a) If at any time: (i) If any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice and subject to the Agent and such Lenderrestrictions contained in Section 12.04), replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender or other bank, financial institution, trust, fund or other entity accepts such assignment); provided that (a “Replacement Lender”A) selected by the Borrowers, which is acceptable to Borrower shall have received the Agent with the prior written consent of the Majority Lenders (other than the Administrative Agent with respect to any assignee that is not already a Lender the Borrowers desire to replace)hereunder, which confirms its willingness to assume and by its execution consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of a Transfer Certificate does assume all the obligations any of the transferring Borrower, the Servicer or the Transferor, (C) such assigning Lender (including the assumption shall have received payment of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer an amount equal to the all outstanding principal amount of Advances funded or maintained by such Lender’s participation in the outstanding Advances , together with all accrued interest thereon and all accrued interest and/or breakages costs Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other amounts payable in relation thereto under consenting Lenders) to cause the Finance Documents. adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (by) The replacement terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. 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 pursuant or otherwise, the circumstances entitling the Borrower to this Clause 3.5 shall be subject require such assignment and delegation cease to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee;exist. (ii) neither Any Lender being replaced pursuant to Section 2.19(c)(i) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding portion of the Agent nor any Advance funded by such Lender. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall have any obligation acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (B) all obligations of the Borrower owing to the Borrowers assigning Lender relating to find the Advance and Commitments so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Replacement Lender hereunder and under each of the Transaction Documents and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned portion of the Advance and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender; (iii) in the event of a replacement of a . In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement must take place no later than 30 days after within three (3) Business Days of the date on which the Borrowers notify assignee Lender executes and delivers such Assignment and Acceptance to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance without any action on the part of the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsDefaulting Lender. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) If any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice and subject to the Agent and such Lenderrestrictions contained in Section 12.04), replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender or other bank, financial institution, trust, fund or other entity accepts such assignment); provided that (a “Replacement Lender”A) selected by the Borrowers, which is acceptable to Borrower shall have received the Agent with the prior written consent of the Majority Lenders (other than the Administrative Agent with respect to any assignee that is not already a Lender the Borrowers desire to replace)hereunder, which confirms its willingness to assume and by its execution consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of a Transfer Certificate does assume all the obligations any of the transferring Borrower, the Servicer or the Transferor, (C) such assigning Lender (including the assumption shall have received payment of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer an amount equal to the all outstanding principal amount of Advances funded or maintained by such Lender’s participation in the outstanding Advances , together with all accrued interest thereon and all accrued interest and/or breakages costs Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other amounts payable in relation thereto under consenting Lenders) to cause the Finance Documents. adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (by) The replacement terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. 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 pursuant or otherwise, the circumstances entitling the Borrower to this Clause 3.5 shall be subject require such assignment and delegation cease to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee;exist. (ii) neither Any Lender being replaced pursuant to Section 2.19(c)(i) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding portion of the Agent nor any Advance funded by such Lender. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall have any obligation acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (B) all obligations of the Borrower owing to the Borrowers assigning Lender relating to find the Advance and Commitments so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Replacement Lender hereunder and under each of the Transaction Documents and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned portion of the Advance and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assignment Lender; (iii) in the event of a replacement of a . In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement must take place no later than 30 days after within three (3) Business Days of the date on which the Borrowers notify assignee Lender executes and delivers such Assignment and Acceptance to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance without any action on the part of the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsDefaulting Lender. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If a Lender (“Affected Lender”) (a) If sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2 or 3.5, (b) determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph applicable Law and so notifies the Administrative Agent pursuant to Section 3.3, or (c) belowis a Declining Lender, the Borrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at any time prior to such Declining Lender’s Termination Date (in the case of clause (c) above) notify the Administrative Agent and such Affected Lender that a Replacement Lender designated by the Borrower in the notice has agreed to replace such Lender with respect to its Revolving Credit Commitment, Revolving Credit Loans and Term Loans, provided that (i), in the case of replacement of a Declining Lender that is a Declining Lender under only one Facility, such replacement may only be made with respect to such Facility, but in all other cases such replacement shall be made with respect to each Facility under which such Affected Lender is a Lender; or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default Replacement Lender that, immediately prior to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 hereunder, was not a Lender hereunder shall be subject to the following conditions: approval of the Administrative Agent (i) the Borrowers which approval shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; not be unreasonably withheld); and (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender Borrower shall have paid any amounts due pursuant to Clause 3.5(a); and (iv) Section 3.1, 3.2 or 3.5 to the Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Revolving Credit Commitment, Loans and interests in no event shall outstanding Facility Letters of Credit and/or Term Loans hereunder to the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes procedures for assignments contained in Section 13.3 and shall receive, concurrently with such assignments, payment of this Clause 3.5an amount equal to all outstanding amounts payable to such Affected Lender with respect to the applicable Facility or Facilities, in including without limitation the event that: (i) a Borrower or aggregate outstanding principal amount of the Agent has requested Loans held by such Affected Lender, all interest thereon to the Lenders date of the assignment, all accrued fees to give a consent in relation the date of such assignment and any amounts payable under Section 3.4 with respect to or to agree to a waiver or amendment any payment of any provisions Fixed Rate Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the Finance Documents; (ii) fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the consentcase of an assignment by a Declining Lender under this Section 2.20, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent Replacement Lender that is the assignee of the Total Commitments have consented Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the Facility Termination Date with respect to the applicable Facility or agreed to such waiver or amendmentFacilities, then any Lender who does not and continues not to consent or agree to such waiver or amendment which agreement shall be deemed set forth in a “Non-Consenting Lender”written instrument delivered and satisfactory to the Borrower and the Administrative Agent.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected and which receives the consent of Requisite Lenders or a Lender becomes an Affected Lender (any 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 Subject Lender’s Loans and all other obligations of the Subject Lender hereunder and (ii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8A and/or is unwilling to consent to such amendment, modification or waiver, Company may require the Subject Lender to assign all of its Loans to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B (with such assignment being deemed a voluntary prepayment for purposes of subsection 2.4B(ii)); provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, prepayment premiums, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or such assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (not to be unreasonably withheld or delayed) (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans. A Lender that has assigned its Loans and Commitments pursuant to this subsection 2.9 shall continue to be entitled to the benefits of subsections 2.6, 2.7 and 2.8 with respect to the periods during which such Person was a Lender.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender (aother than in respect of Eurocurrency liabilities under Regulation D), a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a "NON-CONSENTING LENDER") If at refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any time: 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 Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender becomes (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement (1) Company has paid to the Lender giving 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 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required), the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents and the payment to the Subject Lender of all amounts required under the Assignment Agreement, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any and Company also requires each other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Subject Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which that is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender to assign its Loans and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsCommitments. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.7A from a Lender, replace such a Revolving Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to fund a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender Revolving Loan pursuant to this Clause 3.5 shall be subject to the following conditions: Agreement, a Lender (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 12.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected, or a Lender has, pursuant to subsection 2.9, declared its obligations under this Agreement with respect to certain Loans to be terminated (any 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 Subject Lender’s Loans and assume the Subject Lender’s Revolving Loan Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.7 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent and/or is unwilling to approve the applicable amendment, modification or waiver upon 5 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Revolving Loan Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 12.1B, provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6 and/or 2.7B (if applicable)) owed to it through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 12.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 12.1B including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Revolving Loan Commitments.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.8A from a Lender, replace such a Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer fund a Loan pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Defaulting Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of Lenders or 100% of Lenders with Obligations directly affected and consent of at least Requisite Lenders or a majority of Lenders with Obligations directly affected, as the case may be, has been obtained or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon two Business Days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents (excluding any claims against such Subject Lender if it is a Defaulting Lender), (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.

Replacement of a Lender. (a) If In this Subclause, Outgoing Lender means a Defaulting Lender (as defined in Subclause 29.1 (General)) or a Lender in respect of which Subclause 8.1 (Mandatory prepayment — illegality) or Subclause 8.9 (Right of repayment and cancellation of a single Lender) applies. (b) The Company may, at any timetime a Lender has become and continues to be an Outgoing Lender, by giving 10 Business Days’ notice to the Facility Agent and that Outgoing Lender: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such that Outgoing Lender by requiring such that Outgoing Lender to (and such (to the extent permitted by law) that Outgoing Lender shallmust) transfer pursuant to Clause 27 in accordance with this Agreement all (and not part only) of its rights and obligations under this Agreement; (ii) require that Outgoing Lender to (and (to the extent permitted by law) that Outgoing Lender must) transfer in accordance with this Agreement all (and not part only) of the undrawn Commitment of that Outgoing Lender; or (iii) require that Outgoing Lender to (and (to the extent permitted by law) that Outgoing Lender must) transfer in accordance with this Agreement all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, bank or financial institution, institution or trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (other than a Subsidiary of the Company) (a “Replacement Lender”) selected by the BorrowersCompany, and (unless the Facility Agent is an Impaired Agent) in respect of which is acceptable to the Facility Agent (acting reasonably) has carried out and been satisfied with the consent results of the Majority Lenders (other than the Lender the Borrowers desire to replace), all customer due diligence requirements which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations or all the relevant obligations of the transferring Outgoing Lender (including the assumption of the transferring Outgoing Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Outgoing Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such that Outgoing Lender’s participation in the outstanding Advances Loans and all accrued interest and/or breakages costs interest, Break Costs and other amounts payable in relation thereto to that Commitment under the Finance Documents. (bc) The replacement Any transfer of a rights and obligations of an Outgoing Lender pursuant to under this Clause 3.5 shall be is subject to the following conditions: (i) the Borrowers shall have Company has no right to replace the Agent or the Security TrusteeFacility Agent; (ii) neither the Facility Agent nor any the Outgoing Lender shall will have any obligation to the Borrowers Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement transfer must take place no later than 30 days 20 Business Days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent notice referred to replace the Non-Consenting Lender pursuant to Clause 3.5(a)in paragraph (b) above; and (iv) in no event shall will the Outgoing Lender replaced under this paragraph (b) be required to pay or surrender to such the Replacement Lender any of the fees received by such the Outgoing Lender pursuant to under the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replaceAgent as a Lender) becomes a Replacement Candidate (as defined below), Borrower shall have the right to require such Lender to assign to another lender or other institution selected by Borrower and reasonably satisfactory to the Agent (which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations may be one or more of the transferring Lender (including Lenders) the assumption of Commitments and the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of Notes held by such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) terms of an appropriately completed Assignment and Acceptance in accordance with Section 10.23; provided, that neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find any such lender or other institution and in order for Borrower to replace a Lender, Borrower must require such replacement within three (3) months of the date the Lender became a Replacement Candidate. Each Lender (other than the Agent as a Lender; ) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender’s interest in the Loans owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid fees accrued for the account of such Lender and all other amounts then owing to such Lender hereunder or under any other Financing Agreement. A Lender will become a “Replacement Candidate” if (i) it has made a demand under Sections 10.20, 10.21 or 10.22, (ii) it declines to approve an amendment or waiver that is approved by the Required Lenders, or (iii) in is a Defaulting Lender. The rights of Borrower, the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender Agent and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced other Lenders under this paragraph Section 10.32 shall be in addition to any other rights or remedies Borrower, the Agent and the other Lenders may have under this Agreement, at law or in equity (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant including but not limited to the Finance Documents. (c) For purposes right of this Clause 3.5, in setoff with respect to the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree Liabilities owed to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Defaulting Lender”).

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replaceAgent as a Lender) becomes a Replacement Candidate (as defined below), Borrower shall have the right to require such Lender to assign to another lender or other institution selected by Borrower and reasonably satisfactory to the Agent (which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations may be one or more of the transferring Lender (including Lenders) the assumption of Commitments and the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of Notes held by such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) terms of an appropriately completed Assignment and Acceptance in accordance with Section 10.23; provided, that neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find any such lender or other institution and in order for Borrower to replace a Lender, Borrower must require such replacement within three (3) months of the date the Lender became a Replacement Candidate. Each Lender (other than the Agent as a Lender; ) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender’s interest in the Loans and Liabilities owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid fees accrued for the account of such Lender and all other amounts then owing to such Lender hereunder or under any other Financing Agreement. A Lender will become a “Replacement Candidate” if (i) it has made a demand under Sections 10.20, 10.21 or 10.22, (ii) it has defaulted on any obligation under this Agreement or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of Borrower under this Section 10.32 shall be in addition to any other rights or remedies Borrower may have at law or in equity as a result of the events described in the event definition of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such “Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting LenderCandidate”.

Replacement of a Lender. Subject to the second and third paragraphs of this Section 11.5, if: (a) If a Lender requests compensation under Section 11.1 and other Lenders holding at any time:least one-third of the aggregate amount of the Term Loan shall not have made a similar request; (ib) a Lender requests compensation under Section 11.4(a) with respect to any Lender becomes a Non-Consenting Lender (as defined in paragraph Taxes other than Swiss Withholding Tax; (c) below)a Lender that was a Qualifying Bank at the time such Lender became a party to this Agreement ceases be a Qualifying Bank and after such Lender ceases to be a Qualifying Bank there would be more than 5 (five) Non-Qualifying Banks as Lenders under this Agreement; (d) a Lender becomes insolvent, goes into receivership or fails to make the portion of the Term Loan required to be made by it hereunder; or (iie) a Borrower any Lender that is not the Administrative Agent or any other Security Party becomes obliged in an Affiliate of the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 Administrative Agent does not consent to any Lender in excess amendment, waiver or consent to any Loan Document for which the consent of amounts payable to other the Required Lenders generallyis obtained but that requires the consent of all the Lenders, then the Borrowers may, on 30 Business Days’ prior written notice to the Administrative Agent and such Lender, (i) may replace such Lender by requiring (the “Affected Lender”), or cause such Affected Lender to be replaced, or (and ii) upon the written request of the Borrower, the Administrative Agent shall replace such Affected Lender shall) transfer with an Eligible Assignee (provided, that in the case of any Lender replaced pursuant to Clause 27 clause (c) of this Section, such Eligible Assignee shall also be Qualifying Bank) identified by the Borrower (the “Replacement Lender”), by having such Affected Lender sell and assign all (and not part only) of its rights and obligations under this Agreement to a Lender or and the other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable Loan Documents to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Replacement Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) Section 10.7; provided, however, that neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement Lender for the Borrowers Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to find identify or locate a Replacement Lender; (iii) in the event ). Upon receipt by any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section, such Affected Lender shall sell and assign all of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender its rights and obligations under this Agreement and the Agent of its intent other Loan Documents to replace the Non-Consenting Replacement Lender pursuant to Clause 3.5(aan Assignment and Acceptance and Section 10.7 for a purchase price equal to the sum of the principal amount of such Affected Lender’s Pro Rata Share of the Term Loan, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the assignment date. Subject to the execution and delivery to the Administrative Agent and the Affected Lender by the Replacement Lender of an Assignment and Acceptance (and the approval thereof by the applicable Persons specified in Section 10.7(a)) and the payment to the Administrative Agent by the Borrower on behalf of such Affected Lender of the assignment fee specified in Section 10.7(a)(v), the Replacement Lender shall succeed to the rights and obligations of such Affected Lender hereunder and such Affected Lender shall no longer be a party hereto or have any rights hereunder; and (iv) in no event provided that the obligations of the Borrower to such Affected Lender under Sections 11.1, 11.2, 11.3 and 11.4 with respect to events occurring or obligations arising before or as a result of such replacement shall the Lender replaced survive such replacement. The Borrower may not exercise its rights under this paragraph (b) be required Section with respect to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not if a Default has occurred and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”is continuing.

Replacement of a Lender. (a) If at any time: (i) any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender becomes a Non-Consenting Defaulting Revolving Lender, a Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsection 2.10) that, (1) pursuant to subsection 10.6, requires consent of 100% of the Lenders (other than Defaulting Revolving Lenders) or 100% of the Lenders (other than Defaulting Revolving Lenders) with Obligations directly affected and (2) Requisite Lenders have otherwise consented to, or a Lender becomes an Affected Lender (any 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 (none of whom shall constitute a Defaulting Revolving Lender at the time of such replacement) to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders (other than Defaulting Revolving Lenders) with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders (other than Defaulting Revolving Lenders)), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include all Loans and Commitments of such Non-Consenting Lender.

Replacement of a Lender. In the event: (a) If at the Borrower is required to pay any time:Lender any additional amounts as a result of applying Section 5.9, Section 11.1 or receives a notice as contemplated under Section 11.3; (ib) any Lender becomes shall become a Non-Consenting Lender (as defined in paragraph (c) below)Defaulting Lender; or (c) any Lender shall withhold its approval to a proposed consent under, waiver of or amendment to the Documents which is approved by the Majority Lenders (any such Lender being a "Non-Consenting Lender"); (any such Lender being a "Subject Lender"), the Borrower may, in its sole discretion (i) request the Agent to use reasonable efforts to obtain a replacement financial institution to acquire and assume all of the Subject Lender's Obligations and Individual Commitment Amount (a "Replacement Lender"); (ii) a Borrower request one or any other Security Party becomes obliged in more of the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generallyto acquire and assume all or part of the Subject Lender's Obligations and Individual Commitment Amount (there being no obligation on the other Lenders to do so); (iii) designate a Replacement Lender acceptable to the Agent, then acting reasonably, to acquire and assume all of the Borrowers maySubject Lender's Obligations and Individual Commitment Amount; or (iv) elect to terminate the Individual Commitment Amount of the Subject Lender, and repay the Aggregate Principal Amount owing to such Subject Lender, on 30 Business fifteen (15) Banking Days’ prior written ' notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 without terminating any or all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Individual Commitment Amounts of any other Lenders (other than or making any corresponding repayments thereto); provided that the Lender the Borrowers desire Borrower shall not be entitled to replace), which confirms its willingness to assume and by its execution of replace or repay a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Subject Lender pursuant to this Clause 3.5 Section 22.14 unless all Subject Lenders are being treated in an equivalent manner. Any such replacement, acquisition and assumption, designation or termination shall only be effective upon the Subject Lender receiving, as applicable, payment of, or the purchase price for, all outstanding principal amounts owing to the Subject Lender hereunder (and accrued and unpaid interest and fees thereon to the date of such event), or such lesser amount as may be agreed by the Subject Lender, and adequate provision, satisfactory to the Subject Lender (acting reasonably), being made for (w) payment at maturity of the face amount of Bankers' Acceptances outstanding hereunder which were accepted by the Subject Lender; (x) indemnification, cash collateralization or release of the Subject Lender from its obligations in respect of any outstanding Letters of Credit or Swingline Advances; (y) any costs, losses, premiums or expenses incurred by the Subject Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of LIBOR Based Loans outstanding hereunder; and (z) in any case, payment of all other amounts accrued to the date of such event which are owed to the Subject Lender hereunder. Any such acquisition and assumption by a Replacement Lender shall be subject made pursuant to and in accordance with the following conditions: (i) the Borrowers shall have no right to replace the Agent provisions of Section 20.2. Any such replacement or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement repayment of a Non-Consenting Lender such replacement must take place no later than 30 days shall only be permitted if, after doing so, the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the proposed consent, waiver or amendment will be approved in question requires accordance with the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”Documents.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a the Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers Borrower may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersBorrower, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire Borrower desires to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Borrower shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify Borrower notifies the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a the Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.6766.66% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender claiming compensation or reimbursement pursuant to subsection 2.7, a Revolving Lender becomes a Non-Consenting Defaulting Lender, a Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsection 2.10) that, (1) pursuant to subsection 10.6, requires consent of 100% of the Lenders (other than Defaulting Lenders) or 100% of the Lenders (other than Defaulting Lenders) with Obligations directly affected and (2) Requisite Lenders have otherwise consented to or a Lender becomes an Affected Lender, (any 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 (none of whom shall constitute a Defaulting Lender at the time of such replacement) to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten (10) days prior written notice to the Subject Lender and Administrative Agent, then Company may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate all of its interests, rights (other than existing rights to payments pursuant to subsections 2.7) and obligations under the Agreement and the related Loan Documents to another Lender or an Eligible Assignee; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, or 2.7 (if applicable) and all amounts under subsection 10.1B with respect to any deficiencies owed by any Subject Lender that is a Defaulting Lender) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, (4) in the case of any such assignment resulting from the claim for compensation under subsection 2.7A or payments required to be made under subsection 2.7B, such assignment will result in a reduction in such compensation or payments thereafter, and (5) such assignment does not conflict with applicable laws and (6) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders (other than Defaulting Lenders) with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders (other than Defaulting Lenders)), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include all Loans and Commitments of such Non-Consenting Lender.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (aa “Non-Consenting Lender”) If at refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected and which receives the consent of Requisite Lenders or a Lender becomes an Affected Lender (any time: such Lender, a “Subject Lender”), so long as (i) any no Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender becomes a Non-Consenting or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender (as defined in paragraph (c) below); or hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a Borrower or any other Security Party becomes obliged in “back-to-back” letter of credit) are made) and (iii) if applicable, the absence of an Event of Default Subject Lender is unwilling to repay any amount in accordance with Clause 24 or withdraw the notice delivered to pay additional amounts Company pursuant to Clause 23 subsection 2.8A and/or is unwilling to consent to such amendment, modification or Clause 25 waiver, and/or is unwilling to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 remedy its default upon five Business Days’ prior written notice to the Agent Subject Lender and such LenderAdministrative Agent, replace such Lender by requiring such Lender to Company may either (and such Lender shallx) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders Requisite Lenders, pay in full all outstanding principal, interest, fees and other amounts owed to any Non-Consenting Lender and terminate the Commitment of such Non-Consenting Lender or (y) require the Subject Lender to assign all of its Loans and Commitments to such other than Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Borrowers desire Loan Documents, (2) the processing fee required to replace)be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or such assignee, which confirms its willingness (3) all of the requirements for such assignment contained in subsection 10.1B, including the consent of Administrative Agent (not to assume be unreasonably withheld or delayed) (if required) and the receipt by its execution Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Transfer Certificate does assume all Subject Lender relating to the obligations assignment of the transferring Lender (including the assumption Loans and/or Commitments of the transferring Lender’s participations on the same basis as the transferring such subject Lender) for and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a purchase price in cash payable Non-Consenting Lender, each assignee shall consent, at the time of transfer equal such assignment, to the outstanding principal amount each matter in respect of which such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Subject Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of was a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the Agent avoidance of its intent to replace the doubt, if a Lender is a Non-Consenting Lender pursuant solely because it refused to Clause 3.5(a); and consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (iv) in no event shall which amendment, modification or waiver did not accordingly require the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any consent of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval 100% of all Lenders; and (iii) Lenders whose ), the Loans and Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent. A Lender that has assigned its Loans and Commitments pursuant to this subsection 2.9 shall continue to be entitled to the benefits of subsections 2.6, 2.7 and 2.8 with respect to the periods during which such Person was a Lender”.

Replacement of a Lender. IF: (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Section 2.8(a) from a Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents.; (b) The replacement of a Revolving Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent is a Defaulting Lender or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Potential Defaulting Lender; (iiic) in a Xxxxxx refuses to give timely consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 9.6, requires consent of 100% of the event Lenders or 100% of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender Lenders with Obligations directly affected (and the Agent consent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(aRequisite Lenders has been given with respect thereto); and; (ivd) a Revolving Xxxxxx refuses to give timely written consent in no event shall the Lender replaced connection with an Asset Sale contemplated under this paragraph (bSection 6.7(d)(E) be required to pay or surrender to such Replacement Lender any which requires consent of 100% of the fees received by Revolving Lenders (any such Lender pursuant to the Finance Documents. Xxxxxx described in clauses (c) For purposes of this Clause 3.5or (d), in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”); or (e) a Lender becomes an Affected Lender (any such Lender described in clauses (a) through (e), a “Subject Lender”); THEN so long as (i) Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, and (ii) such Lender is not Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a back-to-back letter of credit) are made), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to Section 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Section 9.1(b); provided that, prior to or concurrently with such replacement: (A) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under Section 2.6(d), Section 2.7 and/or Section 2.8(b) (if applicable)) accrued through such date of replacement, as purchase price, and a release from its obligations under the Loan Documents; (B) the processing fee required to be paid by Section 9.1(b)(i) shall have been paid to Administrative Agent; (C) all of the requirements for such assignment contained in Section 9.1(b), including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled; and (D) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of the Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all the Lenders) the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this Section 2.10 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.8A from a Lender, replace such a Revolving Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to fund a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender Revolving Loan pursuant to this Clause 3.5 shall be subject to the following conditions: Agreement, a Lender (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any 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 Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (a) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (b) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent (provided, however, that the Non-Consenting Lender or the Subject Lender shall not be required to pay such processing fee), (c) all of the requirements for such assignment contained in subsection 10.1B, including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (d) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes (a “Non-Consenting Lender (as defined in paragraph (cFunding Lender”) below); or (ii) a Borrower or fails to fund any other Security Party becomes obliged in the absence of an Event of Default Loan required to repay any amount be funded by it in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generallythe terms hereof, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires a consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected, Borrower receives a statement of amounts due pursuant to subsection 2.8A from a Lender or a Lender becomes an Affected Lender (any 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 Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrower pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts, including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Agent (if required, provided that the consent of Agent, such consent not to be unreasonably withheld, shall be required in all instances of replacement of a Non-Funding Lender) and the receipt by Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Borrower also requires each such Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments.

Replacement of a Lender. (a) If at any time: Anything contained herein to the contrary notwithstanding, in the event that: (i) any Lender becomes a Non-Consenting shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.5, 2.6A or 2.6B (as defined including, without limitation, any such payments resulting from any change by such Lender in paragraph (c) belowthe office through which it makes LIBOR Loans); or , the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal or (ii) a Borrower or at any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to time any Lender in excess of amounts payable is a Defaulting Lender, then, with respect to other Lenders generallyeach such Lender (a “Terminated Lender”), then the Borrowers Borrower may, on 30 Business Days’ prior at its sole expense and effort, by giving written notice to the Administrative Agent and such LenderTerminated Lender of its election to do so, replace elect to cause such Terminated Lender by requiring such Lender to (and such Terminated Lender shallhereby irrevocably agrees) transfer pursuant to Clause 27 assign all (and not part only) of its Commitment (if any), any outstanding Loans and other interests, rights and obligations under this Agreement hereunder to a Lender one or other bank, financial institution, trust, fund or other entity more Persons which are Eligible Assignees at such time (each a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent in accordance with the consent provisions of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender Section 8.1 (including the assumption consents of the transferring Lender’s participations on the same basis as the transferring LenderAdministrative Agent required thereunder) for a purchase price in cash payable at the time of transfer equal to the aggregate outstanding principal amount of the Loans held by such Terminated Lender’s participation in the outstanding Advances and all , together with accrued interest and/or breakages costs thereon and other accrued and theretofore unpaid fees owing to such Terminated Lender under Section 2.3 to but not including the date of assignment, to be paid by the relevant Replacement Lender on the date of such assignment; provided that (a) on the effective date of such assignment, the Borrower shall pay any amounts payable in relation thereto under to such Terminated Lender to the Finance Documents. date of such assignment pursuant to Section 2.5 or 2.6 or otherwise as if it were a prepayment and (b) The replacement in the case of any such assignment resulting from a Lender pursuant claim for payments under Section 2.5, 2.6A or 2.6B, such assignment will result in the reduction in such payments. Upon the completion of such assignment and the payment of all amounts owing to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Terminated Lender, such Terminated Lender shall have no longer constitute a “Lender” for purposes hereof; provided that any obligation right of such Terminated Lender to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event indemnification hereunder shall the Lender replaced under this paragraph (b) be required to pay or surrender survive as to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsTerminated Lender. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) Borrower is required pursuant to Section 2.19 or 2.21 to make any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or additional payment to any Lender, (ii) any Lender refuses to consent to a proposed amendment, modification, waiver, discharge or termination with respect to this Agreement that requires the consent of all Lenders (or all affected Lenders) pursuant to Section 10.2 and the same has been approved by the Required Lenders or all other affected Lenders, as applicable, or (iii) any Lender is a Defaulting Lender (any Lender described in clause (i), clause (ii) or clause (iii) being an “Affected Lender”), the Borrower or any other Security Party becomes obliged in may elect to replace the absence Revolving Commitment and/or Term Loans, as applicable, of an such Affected Lender, provided that no Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent shall have occurred and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer such termination or replacement, and provided further that, concurrently with such replacement, (y) another bank or other Person that is satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash at par, the Revolving Credit Exposure and Term Loans of the Affected Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 10.4 applicable to assignments, and (z) the Borrower shall pay to such Affected Lender in immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued and unpaid that are owing to such Affected Lender by the Borrower hereunder to and including the date of termination, including payments due to such Affected Lender under Sections 2.19 and 2.21, and (B) an amount, if any, equal to the outstanding principal amount payment that would have been due to such Lender on the day of such Lender’s participation in replacement under Section 2.20 had the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement Loans of a such Affected Lender pursuant to this Clause 3.5 shall be subject been prepaid on such date rather than sold to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation replacement Lender, in each case to the Borrowers to find a Replacement Lender; (iii) in extent not paid by the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documentspurchasing lender. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: Notwithstanding anything contained herein to the contrary, if (i) any Lender becomes a Non-Consenting Lender Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 8.2 (as defined in paragraph (c) belowthe “Affected Lender”); or , or (ii) a Borrower in connection with any proposed amendment, modification, termination, waiver or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance consent with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 respect to any Lender in excess of amounts payable to other Lenders generallythe provisions of this agreement that requires the consent of all of the Lenders, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than shall have been obtained but the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution consent of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount one or more of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. Lenders (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, or (iii) any Lender becomes a Defaulting Lender, then, in the case of each such Affected Lender, Non-Consenting Lender or Defaulting Lender (each, a “Terminated Lender”) the Borrower may, by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Accommodations and Individual Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of this Section 8.4 provided, however, that incumbent Lenders shall have the right to assume any such Accommodations and Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is not a Lender at the time that the Borrower provided the afore-mentioned notice to the Administrative Agent. The Replacement Lender or Replacement Lenders shall, in the aggregate, advance all (but not part) of the Terminated Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Credit Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Credit Facility (but in no event shall any other Lender or the Administrative Agent be obliged to do so). With respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Replacement Lender and the Individual Commitments and the obligations of such Replacement Lender under the Credit Facility and the rights and obligations of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Credit Facility shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Replacement Lenders under the Credit Facility) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under each of the other Credit Documents to the extent they relate to the Credit Facility on a date mutually acceptable to the Replacement Lenders and the Borrower. On such date, each of the Replacement Lenders shall execute an instrument substantially in the form of Schedule C hereto and shall extend to the Borrower the Terminated Lender’s Pro Rata Share of such credit and shall prepay to the Terminated Lender the Accommodations of the Terminated Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Terminated Lender hereunder, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” in connection with the Credit Facility for purposes of this agreement and shall no longer have any obligations thereunder. In addition to the foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a Joinder Agreement (in the form set forth in Schedule C-2 hereto), which shall be executed and delivered by the Borrower and the Administrative Agent, and each such Replacement Lender shall be bound by the terms of the Credit Documents as a Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Replacement Lender, Schedule A hereto shall be deemed to be amended to reflect the amended or new Individual Commitments of such Replacement Lenders under the Credit Facility pursuant to the respective amounts of such assumptions.

Replacement of a Lender. (a) If at any time: (i) any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender claiming compensation or reimbursement pursuant to subsection 2.7A or 2.7B, a Revolving Lender becomes a Non-Consenting Defaulting Lender, a Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsection 2.10) that, (1) pursuant to subsection 10.6, requires consent of 100% of the Lenders (other than Defaulting Lenders) or 100% of the Lenders (other than Defaulting Lenders) with Obligations directly affected and (2) Requisite Lenders have otherwise consented to or a Lender becomes an Affected Lender, (any 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 (none of whom shall constitute a Defaulting Lender at the time of such replacement) to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten (10) days prior written notice to the Subject Lender and Administrative Agent, then Company may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate all of its interests, rights (other than existing rights to payments pursuant to subsections 2.7A or 2.7B) and obligations under the Agreement and the related Loan Documents to another Lender or an Eligible Assignee; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) and all amounts under subsection 10.1B with respect to any deficiencies owed by any Subject Lender that is a Defaulting Lender) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, (4) in the case of any such assignment resulting from the claim for compensation under subsection 2.7A or payments required to be made under subsection 2.7B, such assignment will result in a reduction in such compensation or payments thereafter, and (5) such assignment does not conflict with applicable laws and (6) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders (other than Defaulting Lenders) with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders (other than Defaulting Lenders)), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include all Loans and Commitments of such Non-Consenting Lender.

Replacement of a Lender. (a) If at In the event any time: Lender (i) any Lender becomes a Nongives notice under Section 3.4 [LIBO-Consenting Lender (as defined in paragraph (c) below)Rate Unascertainable; or Illegality; Increased Costs; Deposits Not Available] or Section 4.6.1 [Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (ii) a Borrower does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, or any other Security Party (iii) becomes obliged in subject to the absence control of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to Official Body (other Lenders generallythan normal and customary supervision), then the Borrowers mayBorrower shall have the right at its option, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace)Agent, which confirms its willingness shall not be unreasonably withheld, to assume prepay the Loans of such Lender in whole, together with all interest accrued thereon and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring other Obligations owing to such Lender, and terminate such Lender’s participations on Commitment within ninety (90) days after (x) receipt of such Lender’s notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or 4. 6.1 [Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (y) the same basis date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the transferring Lender) for a purchase price in cash payable Borrower shall also pay to such Lender at the time of transfer equal to the outstanding principal amount of such Lender’s participation prepayment any amounts required under Section 4.6 [Additional Compensation in the outstanding Advances Certain Circumstances] and all any accrued interest and/or breakages costs due on such amount and other amounts payable in relation thereto under any related fees; provided, further, the Finance Documents. (b) The replacement of a Lender pursuant remaining Lenders shall have no obligation hereunder to this Clause 3.5 shall increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event requirements of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsSection 9.14 [Successor Agent]. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: Anything contained herein to the contrary notwithstanding, in the event that: (i) any Lender becomes a Non-Consenting shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.5, 2.6A or 2.6B (as defined including, without limitation, any such payments resulting from any change by such Lender in paragraph (c) belowthe office through which it makes LIBOR Loans); or , the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal or (ii) a Borrower or at any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to time any Lender in excess of amounts payable is a Defaulting Lender or (iii) at any time any Lender ceases to other Lenders generallybe a NAIC Qualified U.S. Financial Institution, then then, with respect to each such Lender (a “Terminated Lender”), the Borrowers Borrower may, on 30 Business Days’ prior at its sole expense and effort, by giving written notice to the Administrative Agent and such LenderTerminated Lender of its election to do so, replace elect to cause such Terminated Lender by requiring such Lender to (and such Terminated Lender shallhereby irrevocably agrees) transfer pursuant to Clause 27 assign all (and not part only) of its Commitment (if any), any outstanding Credit Exposure and other interests, rights and obligations under this Agreement hereunder to a Lender one or other bank, financial institution, trust, fund or other entity more Persons which are Eligible Assignees at such time (each a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent in accordance with the consent provisions of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender Section 8.1 (including the assumption consents of the transferring Lender’s participations on the same basis as the transferring LenderAdministrative Agent and each Fronted LC Issuing Bank required thereunder) for a purchase price in cash payable at the time of transfer equal to the sum of (x) the aggregate outstanding principal amount of the Loans held by such Lender’s participation in Terminated Lender and (y) the outstanding Advances and all LC Disbursements funded by such Terminated Lender that have not then been reimbursed by the Borrower, together with accrued interest and/or breakages costs thereon and other accrued and theretofore unpaid fees owing to such Terminated Lender under Section 2.3 to but not including the date of assignment, to be paid by the relevant Replacement Lender on the date of such assignment; provided that (a) on the effective date of such assignment, the Borrower shall pay any amounts payable in relation thereto under to such Terminated Lender to the Finance Documents. date of such assignment pursuant to Section 2.5 or 2.6 or otherwise as if it were a prepayment and (b) The replacement in the case of any such assignment resulting from a Lender pursuant claim for payments under Section 2.5, 2.6A or 2.6B, such assignment will result in the reduction in such payments. Upon the completion of such assignment and the payment of all amounts owing to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Terminated Lender, such Terminated Lender shall have no longer constitute a “Lender” for purposes hereof; provided that any obligation right of such Terminated Lender to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event indemnification hereunder shall the Lender replaced under this paragraph (b) be required to pay or surrender survive as to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsTerminated Lender. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower the Borrowers or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire desires to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower the Borrowers or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any a Lender becomes a Non-Consenting Lender (as defined in paragraph paragraph(b)); (cii) belowa Lender becomes a Defaulting Lender (as defined above); (iii) a Lender becomes subject to an Increased Costs amount for which the Borrower becomes obliged to pay in accordance with this Agreement; (iv) an Obligor becomes obliged to pay any additional amounts pursuant to Clause 12 (Tax Gross-up and Indemnity); or (iiv) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default Lender is required to repay any amount in accordance with Clause 24 or to pay additional amounts be repaid pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally11.1 (Mandatory prepayment – Illegality), then the Borrowers Borrower may, on 30 three (3) Business Days’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 21 (Assignment and Transfer) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersBorrower, which and that is acceptable to the Facility Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which acting reasonably) that confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations participation in any Loans on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount aggregate of such the transferring Lender’s participation in Relevant Percentage of the outstanding Advances and all accrued interest and/or breakages costs Loan and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in In the event that: (i) a the Borrower or the Facility Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to to, or to agree to a waiver or amendment of of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) the Majority Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “non-consenting Lender (a Non-Consenting Lender”). (c) In no event should a Lender replaced pursuant to this Clause 25.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of a Lender. (a) If at any timeNotwithstanding anything contained in this Agreement to the contrary, if: (i) any Lender becomes a Non-Consenting Lender Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 8.2 (as defined in paragraph (c) belowfor the purposes of this Section, the “Affected Lender”); or; (ii) any Lender becomes a Borrower or any other Security Party becomes obliged Defaulting Lender, then, in the absence case of an Event of Default to repay any amount in accordance with Clause 24 each such Affected Lender or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Defaulting Lender in excess of amounts payable to other Lenders generally(each, then a “Terminated Lender”) the Borrowers Borrower may, on 30 Business Days’ prior by giving written notice to the Administrative Agent and such LenderTerminated Lender of its election to do so, replace elect to cause such Terminated Lender by requiring such Lender to (and such Terminated Lender shallhereby irrevocably agrees) transfer pursuant to Clause 27 all assign its outstanding Loans and Individual Commitments, if any, in full to one or more Persons (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (each a “Replacement Lender”) selected by in accordance with the Borrowersprovisions of this Section 18.6 and the consent rights of the Administrative Agent in Section 18.5(c) provided, however, that incumbent Lenders shall have the right to assume any such Loans and Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is acceptable not a Lender at the time that the Borrower provided the afore-mentioned notice to the Agent with Administrative Agent. The Replacement Lender or Replacement Lenders shall, in the consent aggregate, advance all (but not part) of the Majority Lenders (other than Terminated Lender’s Pro Rata Share of the Lender affected credit and, in the Borrowers desire to replace)aggregate, which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the transferring Terminated Lender (including the assumption under each of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal other Credit Documents to the outstanding principal amount of such Lender’s participation extent they relate to the Facility (but in no event shall any other Lender or the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance DocumentsAdministrative Agent be obliged to do so). (b) The replacement With respect to such advance, acquisition and assumption, the Pro Rata Share of a such credit of each Replacement Lender pursuant and the Individual Commitments and the obligations of such Replacement Lender under the Facility and the rights and obligations of such Replacement Lender under each of the other Credit Documents to this Clause 3.5 the extent they relate to the Facility shall be subject increased by its respective pro rata share (based on the relative Individual Commitments of the Replacement Lenders) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under each of the other Credit Documents to the following conditions: (i) extent they relate to the Borrowers Facility on a date mutually acceptable to the Replacement Lenders and the Borrower. On such date, each of the Replacement Lenders shall have no right execute an instrument substantially in the form of Schedule E and shall extend to replace the Agent or Borrower the Security Trustee; (ii) neither Terminated Lender’s Pro Rata Share of such credit and shall prepay to the Agent nor any Terminated Lender the Loans of the Terminated Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Terminated Lender under this Agreement, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligation obligations under this Agreement. In addition to the Borrowers foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a joinder agreement in form and substance satisfactory to find the Borrower and the Administrative Agent, which shall be executed and delivered by the Borrower and the Administrative Agent, and each such Replacement Lender shall be bound by the terms of the Credit Documents as a Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Replacement Lender; (iii) in , Schedule A shall be deemed to be amended to reflect the event amended or new Individual Commitments of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender Lenders pursuant to the Finance Documentsrespective amounts of such assumptions. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at In the event any time: Lender: (i) any Lender becomes a Nongives notice under Section 4.4 [Euro-Consenting Lender (as defined in paragraph (c) below); or Rate Unascertainable, Etc.] or Section 5.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) becomes a Borrower Nonconsenting Lender, or any other Security Party (iv) becomes obliged in subject to the absence control of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to Official Body (other Lenders generallythan normal and customary supervision), then the Borrowers mayBorrower shall have the right at its option, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace)Agent, which confirms its willingness shall not be unreasonably withheld, to assume prepay the Loans of such Lender in whole, together with all interest accrued thereon, and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring terminate such Lender’s participations on Commitment within ninety (90) days after: (w) receipt of such Lender’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.5.1 [Increased Costs, Etc.], (x) the same basis date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (y) such Lender becomes a Nonconsenting Lender or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the transferring Lender) for a purchase price in cash payable Borrower shall also pay to such Lender at the time of transfer equal such prepayment any amounts required under Section 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender shall be provided by one or more of the remaining Lenders or a replacement bank acceptable to the outstanding principal amount of such Lender’s participation in Agent; provided, further, the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall foregoing, the Agent may only be replaced subject to the following conditions: (i) the Borrowers shall requirements of Section 10.14 [Successor Agent] and provided that all Letters of Credit have no right to replace the Agent expired or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay been terminated or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documentsreplaced. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.8A from a Lender, replace such a Revolving Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to fund a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender Revolving Loan pursuant to this Clause 3.5 shall be subject to the following conditions: Agreement, a Lender (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected and which receives the consent of Requisite Lenders or a Lender becomes an Affected Lender (any 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 Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8A and/or is unwilling to consent to such amendment, modification or waiver, and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or such assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (not to be unreasonably withheld or delayed) (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent. A Lender that has assigned its Loans and Commitments pursuant to this subsection 2.9 shall continue to be entitled to the benefits of subsections 2.6, 2.7 and 2.8 with respect to the periods during which such Person was a Lender.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) If any Lender other than Mxxxxx Sxxxxxx becomes a Non-Consenting Defaulting Lender (as defined in paragraph (c) below); or (ii) or a Borrower Lender other than Mxxxxx Sxxxxxx or any other Security Party becomes obliged in Affiliate thereof imposes or attempts to impose costs pursuant to Section 2.10, then the absence of an Event of Default Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to repay any amount the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice and subject to the Agent and such Lenderrestrictions contained in Section 12.04), replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender or other bank, financial institution, trust, fund or other entity accepts such assignment); provided that (a “Replacement Lender”A) selected by the Borrowers, which is acceptable to Borrower shall have received the Agent with the prior written consent of the Majority Lenders (other than the Administrative Agent with respect to any assignee that is not already a Lender the Borrowers desire to replace)hereunder, which confirms its willingness to assume and by its execution consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of a Transfer Certificate does assume all the obligations any of the transferring Borrower, the Servicer or the Originator and (C) such assigning Lender (including the assumption shall have received payment of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer an amount equal to the all outstanding principal amount of Advances funded or maintained by such Lender’s participation in the outstanding Advances , together with all accrued interest thereon and all accrued interest and/or breakages costs Fees or (y) terminate the Commitment of such Lender and other amounts payable in relation thereto under repay all Obligations of the Finance Documents. (b) The replacement Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. 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 pursuant or otherwise, the circumstances entitling the Borrower to this Clause 3.5 shall be subject require such assignment and delegation cease to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee;exist. (ii) neither Any Lender being replaced pursuant to Section 2.19(c)(i) above shall execute and deliver an Assignment and Acceptance with respect to such Lender's applicable Commitment and outstanding portion of the Agent nor any Advance funded by such Lender. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall have any obligation acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (B) all obligations of the Borrower owing to the Borrowers assigning Lender relating to find the Advance and Commitments so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Replacement Lender hereunder and under each of the Transaction Documents and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned portion of the Advance and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assignment Lender; (iii) in . In connection with any such replacement, if any such Defaulting Lender does not execute and deliver to the event of Administrative Agent a replacement of a Non-Consenting Lender duly executed Assignment and Acceptance reflecting such replacement must take place no later than 30 days after within three (3) Business Days of the date on which the Borrowers notify the Non-Consenting assignee Lender executes and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender delivers such Assignment and Acceptance to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendmentDefaulting Lender, then any such Defaulting Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting to have executed and delivered such Assignment and Acceptance without any action on the part of the Defaulting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a the Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers Borrower may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersBorrower (other than any Affiliate or subsidiary of the Borrower), which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire Borrower desires to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring LenderXxxxxx’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such LenderXxxxxx’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Borrower shall have no right to replace the Agent or the Security TrusteeTrustee in such capacities; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find a Replacement LenderLender but nothing contained herein shall preclude them from doing so; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify Borrower notifies the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a the Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party an Obligor becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 7.1 (Illegality) or to pay additional amounts pursuant to Clause 23 15.1 (Increased Costs) or Clause 25 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrowers Parent may, on 30 5 Business Days’ ' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “"Replacement Lender”") selected by the BorrowersParent, and which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), acting reasonably) which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Advances Utilisations and all accrued interest and/or breakages costs Break Costs and other amounts payable in relation thereto under the Finance Documents.. 139 (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Parent shall have no right to replace the Agent or the Security TrusteeAgent; (ii) neither the Agent nor any the Lender shall have any obligation to the Borrowers Parent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 90 days after the date the Borrowers notify the Non-Consenting Lender notifies the Parent and the Agent of its intent failure or refusal to replace give a consent in relation to, or agree to any waiver or amendment to the Non-Consenting Lender pursuant to Clause 3.5(a)Finance Documents requested by the Parent; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in In the event that: (i) a Borrower the Parent or the Agent (at the request of the Parent) has requested the Lenders to give a consent in relation to to, or to agree to a waiver or amendment of of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “"Non-Consenting Lender”".

Replacement of a Lender. (a) If at any time: Notwithstanding anything contained herein to the contrary, if (i) any Lender becomes a Non-Consenting Lender Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 8.2 (as defined in paragraph (c) belowfor the purposes of this Section, the “Affected Lender”); or , or (ii) a Borrower in connection with any proposed amendment, modification, termination, waiver or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance consent with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 respect to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) provisions of its rights and obligations under this Agreement to a Lender or other bankthat requires the consent of all of the Lenders, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than shall have been obtained but the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution consent of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount one or more of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. Lenders (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed each a “Non-Consenting Lender”.) whose consent is required shall not have been obtained, or (iii) any Lender becomes a Defaulting Lender, then, in the case of each such Affected Lender, Non-Consenting Lender or Defaulting Lender (each, a “Terminated Lender”) the Borrowers may, by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Accommodations and Individual Commitments, if any, in full to one or more Persons (each a “Replacement Lender”) in accordance with the provisions of this Section 16.6 and the consent rights of the Administrative Agent and the Issuing Lender in Section 16.5(c) provided, however, that incumbent Lenders shall have the right to assume any such Accommodations and Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is not a Lender at the time that the Borrowers provided the afore-mentioned notice to the Administrative Agent. The Replacement Lender or Replacement Lenders shall, in the aggregate, advance all (but not part) of the Terminated Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Credit Facilities and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Credit Facilities (but in no event shall any other Lender or the Administrative Agent be obliged to do so). 286042.00064/106711224.9 Credit Agreement - Equinox With respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Replacement Lender and the Individual Commitments and the obligations of such Replacement Lender under the Credit Facilities and the rights and obligations of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Credit Facilities shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Replacement Lenders under each Credit Facility) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under each of the other Credit Documents to the extent they relate to the Credit Facilities on a date mutually acceptable to the Replacement Lenders and the Borrowers. On such date, each of the Replacement Lenders shall execute an instrument substantially in the form of Schedule C hereto and shall extend to the relevant Borrower the Terminated Lender’s Pro Rata Share of such credit and shall prepay to the Terminated Lender the Accommodations of the Terminated Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Terminated Lender hereunder, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” in connection with the Credit Facilities for purposes of this agreement and shall no longer have any obligations thereunder. In addition to the foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a joinder agreement in form and substance satisfactory to the Borrowers and the Administrative Agent, which shall be executed and delivered by the Borrowers and the Administrative Agent, and each such Replacement Lender shall be bound by the terms of the Credit Documents as a Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Replacement Lender, Schedule A hereto shall be deemed to be amended to reflect the amended or new Individual Commitments of such Replacement Lenders under the Credit Facilities pursuant to the respective amounts of such assumptions. 286042.00064/106711224.9 Credit Agreement - Equinox

Replacement of a Lender. If a Lender (“Affected Lender”) (a) If sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its Eurodollar Loans at a suitable Lending Installation would violate any applicable Law or it is otherwise impossible for such Lender (or its Lending Installation) to make, maintain or fund its Eurodollar Loan and so notifies the Administrative Agent pursuant to Section 3.3 or (c) is a Non-Consenting Lender, the Borrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at any time: (i) any time after the date that it is determined that such Lender becomes is a Non-Consenting Lender (as defined in paragraph the case of clause (c) below); or (iiabove) a Borrower or any other Security Party becomes obliged in notify the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Administrative Agent and such Lender, Affected Lender that a Replacement Lender designated by the Borrower in the notice has agreed to replace such Lender by requiring such with respect to its outstanding Term Loans, provided that (i) any Replacement Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: approval of the Administrative Agent (i) the Borrowers which approval shall have no right to replace the Agent not be unreasonably withheld or the Security Trustee; delayed); (ii) neither the Agent nor any assignment to a Replacement Lender shall have any obligation be subject to the Borrowers to find a Replacement Lender; Section 13.3; and (iii) the Borrower shall have paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Term Loans hereunder to the Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 and shall receive, concurrently with such assignments, payment of an amount equal to all outstanding amounts payable to such Affected Lender with respect to the event aggregate outstanding principal amount of a replacement the Loans held by such Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such assignment and any amounts payable under Section 3.4 with respect to any payment of any Eurodollar Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the case of an assignment by a Non-Consenting Lender such replacement must take place no later than 30 days after under this Section 2.20, the date Replacement Lender that is the Borrowers notify assignee of the Non-Consenting Lender and shall agree at the Agent time of its intent such assignment to replace the amendment, consent or waiver which such Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) has not consented to, which agreement shall be set forth in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant a written instrument delivered and satisfactory to the Finance DocumentsBorrower and the Administrative Agent. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (aa "NON-CONSENTING LENDER") If at refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of Lenders or 100% of Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any time: 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 Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender becomes (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; PROVIDED that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) all of the requirements for such assignment contained in subsection 10.1B, excluding payment of the processing fee otherwise required thereby, but including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled, and (3) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any and Company also requires each other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Subject Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which that is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after to assign its Loans and Commitments. For the date the Borrowers notify the avoidance of doubt, if a Lender is a Non-Consenting Lender 62 solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders) the Loans and the Agent Commitments of its intent to replace the such Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant that are subject to the Finance Documents. (c) For purposes of assignments required by this Clause 3.5, in subsection 2.9 shall include only those Loans and Commitments that constitute the event that: (i) a Borrower or Obligations directly affected by the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not modification or waiver to consent or agree to which such waiver or amendment shall be deemed a “Non-Consenting Lender”Lender refused to provide its consent.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 23.5 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersBorrower, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring LenderXxxxxx’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such LenderXxxxxx’s participation in the outstanding Advances Advance and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); ) and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If any Lender (an “Affected Lender”) (a) If at any time: makes a demand upon the Borrower for amounts pursuant to Section 5.01 (iand the payment of such amounts are, and are likely to continue to be, materially more onerous in the reasonable judgment of the Borrower than with respect to the other Lenders), (b) [intentionally omitted], or (c) any Lender becomes a Non-Consenting Lender has not approved (as defined in paragraph (cor is not deemed to have approved) below); or (ii) a Borrower any amendment to, or waiver of, the terms of this Agreement or any other Security Party becomes obliged in Loan Document approved by Administrative Agent and Majority Lenders, the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers Borrower may, on within 30 Business Days’ prior written days of receipt by the Borrower of such demand or such non-consent or non-approval, as applicable, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Lender, replace Affected Lender of its intention to cause such Lender by requiring such Affected Lender to (and such Lender shall) transfer pursuant to Clause 27 sell all (and not part only) of its rights and obligations under this Agreement Loans, Loan Commitments and/or Notes to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Assignee (a “Replacement Lender”) selected designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the BorrowersBorrower and no Lender may be replaced pursuant to this Section 5.06 if (i) such replacement conflicts with any Governmental Requirements or regulation, which is acceptable to the Agent with the consent (ii) any Event of the Majority Lenders Default (other than an Event of Default that has been waived by the Lender the Borrowers desire to replace), which confirms its willingness to assume Majority Lenders) shall have occurred and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal such replacement, or (iii) prior to any such replacement, such Affected Lender shall have taken any necessary action under Section 5.04 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 5.01 or shall, if applicable, have waived its right to payment of the specific amounts that give rise or would give rise to such Replacement Notice (it being understood for sake of clarity that the Affected Lender shall be under no obligation to waive such rights to payment and that such Affected Lender, if it is replaced in accordance with this Section 5.06, shall be entitled to be reimbursed for all breakage losses in connection with such replacement). If the Administrative Agent shall in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in writing that the Replacement Lender is satisfactory to the outstanding principal Administrative Agent (such consent not being required where the Replacement Lender is already a Lender or an Affiliate of a Lender or an Eligible Assignee), then such Affected Lender shall, subject to the payment of any amounts due pursuant to Section 5.02, assign, in accordance with Section 12.04, all of its Loan Commitments, Loans, Notes (if any), and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the Replacement Notice to such Replacement Lender; provided, however, that (A) such assignment shall be without recourse, representation or warranty (other than that it has not previously transferred its interest) and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender, (B) the purchase price paid by such Replacement Lender shall be in the amount of such Affected Lender’s participation Loans designated in the Replacement Notice, and/or its percentage of outstanding Advances and Reimbursement Obligations, as applicable, together with all accrued and unpaid interest and/or breakages costs and fees in respect thereof, plus all other amounts payable in relation thereto (including the amounts demanded and unreimbursed under Section 5.01), and (C) the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 Borrower shall be subject pay to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Affected Lender and the Administrative Agent all reasonable out-of-pocket expenses incurred by the Affected Lender and the Administrative Agent in connection with such assignment and assumption (including the processing fees described in Section 12.04). If the Affected Lender fails to execute an Assignment and Assumption after five (5) Business Days’ notice from the Administrative Agent, such failure to execute shall not impair the validity of the removal of the Affected Lender and the mandatory assignment of such Affected Lender’s Loan Commitments, Loans, Notes (if any), and other rights and obligations under this Agreement and all of the Loan Documents and such assignment shall be effective without the execution of an Assignment and Assumption by the Affected Lender. If the Administrative Agent fails to notify the Borrower within 30 days of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to receipt of such Replacement Notice that such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendmentis satisfactory, then any such Replacement Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed satisfactory to the Administrative Agent. Upon the effective date of an assignment described above, the Replacement Lender shall become a “Non-Consenting Lender”” for all purposes under the Loan Documents.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.9A from a Lender, replace such a Revolving Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to fund a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender Revolving Loan pursuant to this Clause 3.5 shall be subject to the following conditions: Agreement, a Lender (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any 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 Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.9 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.7D, 2.8 and/or 2.9B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.10 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party an Obligor becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 7.1 (Illegality) or to pay additional amounts pursuant to Clause 23 15.1 (Increased Costs) or Clause 25 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrowers Parent may, on 30 5 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersParent, and which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), acting reasonably) which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Utilisations and all accrued interest and/or breakages costs Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Parent shall have no right to replace the Agent or the Security TrusteeAgent; (ii) neither the Agent nor any the Lender shall have any obligation to the Borrowers Parent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 90 days after the date the Borrowers notify the Non-Consenting Lender notifies the Parent and the Agent of its intent failure or refusal to replace give a consent in relation to, or agree to any waiver or amendment to the Non-Consenting Lender pursuant to Clause 3.5(a)Finance Documents requested by the Parent; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in In the event that: (i) a Borrower the Parent or the Agent (at the request of the Parent) has requested the Lenders to give a consent in relation to to, or to agree to a waiver or amendment of of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time34.4.1 If: (ia) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 34.4.4); or (iib) a Borrower or any other Security Party an Obligor becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 7.1 (Mandatory Prepayment - illegality) or to pay additional amounts pursuant to Clause 23 13.1 (Increased costs), Clause 12.2 (Tax gross-up) or Clause 25 12.3 (Tax indemnity) to any Lender in excess of amounts payable to other Lenders generallyLender, then the Borrowers Borrower may, on 30 15 Business Days’ prior written notice to the Agent and such LenderFacility Agent, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lender) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Institution (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such LenderLxxxxx’s participation in the outstanding Advances Utilisations and all accrued interest and/or breakages costs interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 34.4.2 The replacement of a Lender pursuant to this Clause 3.5 34.4 shall be subject to the following conditions: (ia) the Borrowers Borrower shall have no right to replace the Agent or the Security TrusteeLender; (iib) neither the Agent nor any Lender shall have any no obligation to the Borrowers Borrower to find a Replacement Lender; (iiic) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days Business Days after the date the Borrowers notify the on which that Lxxxxx is deemed a Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); andLender; (ivd) in no event shall the Lender replaced under this paragraph (b) Clause 34.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and Facility Agreement _Powerfleet_ 117 (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.4.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c34.4.3 A Lender shall perform the checks described in Clause 34.4.2(e) For purposes above as soon as reasonably practicable following delivery of this a notice referred to in Clause 3.5, in 34.4.1 and shall notify the Borrower when it is satisfied that it has complied with those checks. 34.4.4 In the event that: (ia) a the Borrower or the Agent has requested the Lenders to give a consent in relation to to, or to agree to a waiver or amendment of of, any provisions of the Finance Documents; (iib) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iiic) Lenders whose Commitments aggregate more than 66.67% percent 33.3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 33.3 per cent. of the Total Commitments prior to that reduction), have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) an Obligor becomes obliged to repay any amount in accordance with Clause 9.1 (Illegality) or to pay additional amounts pursuant to Clause 14.2 (Tax gross-up) or Clause 15.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generally; (ii) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (iiiii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable has become and continues to other Lenders generallybe a Defaulting Lender, then the Borrowers Obligors’ Agent may, on 30 not less than ten Business Days’ prior written notice to the Agent and such Lender, Lender or its Affiliate: (A) replace such Lender or its Affiliate by requiring such Lender or its Affiliate (in its capacity as a Lender and/or Hedge Counterparty) to (and such Lender shall or shall procure that its Affiliate shall) transfer pursuant to Clause 27 25 (Changes to the Lenders): (1) all (and not part only) of its rights and obligations under this Agreement (“Loan Participation”); and (2) (if the Lender or its Affiliate is a Hedge Counterparty) all of its rights and obligations under any Hedging Agreement (“Hedge Participation”); or (B) (if the Lender is a Defaulting Lender) require such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or (C) (if the Lender is a Defaulting Lender) require such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, in each case, to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected nominated by the BorrowersObligors’ Agent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replaceacting reasonably), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations Loan Participations and Hedge Participations of the transferring Lender and/or its Affiliate (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) ). The Loan Participation shall be transferred for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Utilisations and all accrued interest and/or breakages costs interest, fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. The Hedge Participation shall be transferred for a purchase price (which may be negative) based upon the Section 6(e) methodology in the relevant Hedging Agreement with the Obligor as the sole “Affected Party”; or (1) Subject to Sub-clause (D)(2) of this Clause, prepay and cancel all (but not part only) of such Non-Consenting Lender’s participation in the Facility and pay to that Non-Consenting Lender all interest, fees, costs and other amounts due to the Non-Consenting Lender under or in connection with the Finance Documents. (2) If the Non-Consenting Lender is a Hedge Counterparty the Hedge Participations of that Non-Consenting Lender shall at the same time as the cancellation referred to in Sub-clause (D)(1) of this Clause be transferred to a Replacement Lender nominated by the Obligors’ Agent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), and which confirms its willingness to assume and does assume all the Hedge Participations of the relevant Non-Consenting Lender. (b) The replacement or prepayment and cancellation of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Obligors’ Agent shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any the Lender shall have any obligation to the Borrowers Obligors’ Agent to find a Replacement Lender; (iii) in the event of a replacement or prepayment and cancellation of a Non-Consenting Lender (as defined in paragraph (c) below) such replacement or prepayment and cancellation must take place no later than 180 days after the date the Non-Consenting Lender notifies the Obligors’ Agent and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Obligors’ Agent; (iv) in the event of a replacement of a Defaulting Lender, such replacement must take place no later than 30 days 20 Business Days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent notice referred to replace the Non-Consenting Lender pursuant to Clause 3.5(a)in paragraph (a) above; and (ivv) in no event shall the Lender replaced or prepaid and cancelled under this paragraph (b) be required to pay or surrender to such Replacement Lender (or any other Party) any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in In the event that: (i) a Borrower the Obligors’ Agent or the Agent (at the request of the Obligors’ Agent) has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval consent of all the Lenders; and (iii) provided that the Lenders whose Commitments (and for this purpose the amount of any Lender’s Commitments shall not be reduced by the amount of its Ancillary Commitments) aggregate more than 66.67% percent 80 per cent. of the Total Commitments (or if the Total Commitments have been reduced to zero, aggregated at least 80 per cent. of the Total Commitments immediately prior to that reduction) have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”. (i) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or Super Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments. (ii) For the purposes of this Clause 9.6, the Agent may assume that the following Lenders are Defaulting Lenders: (A) any Lender which has notified the Agent that it has become a Defaulting Lender; (B) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Replacement of a Lender. (a) If at any time: (i) In the event that any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 shall give notice to any Borrower that such Lender is entitled to receive payments under Section 2.7A or 3.6A, and unless the circumstances which have caused such payments are no longer in excess of amounts payable to other Lenders generallyeffect, then the Borrowers may, on 30 if such Lender shall fail to withdraw such notice within five Business Days’ Days after Borrowers' request for such withdrawal, upon ten Business Days prior written notice by Borrowers to the Administrative Agent and such Lender, replace such Lender by requiring elect to cause such Lender to assign its Loans and Commitments in full in accordance with the provisions of Section 10.1A to an Eligible Assignee designated by Borrowers and reasonably satisfactory to the Administrative Agent; provided that at any time prior to the consummation of any such assignment, the Administrative Agent may (and such Lender shallbut shall have no obligation to) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected designate another Eligible Assignee in substitution for the Eligible Assignee designated by the Borrowers, in which is acceptable event the applicable Lender shall assign its Loans and Commitments to the Agent with the consent of the Majority Lenders such other Eligible Assignee. (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lendera) for a purchase price in cash payable at At the time of transfer any replacement pursuant to this Section 2.7D, the Eligible Assignee (the "REPLACEMENT LENDER") replacing the applicable Lender (the "REPLACED LENDER") shall enter into one or more Assignment Agreements pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the outstanding sum of (1) an amount equal to the principal amount of such Lender’s participation in the outstanding Advances of, and all accrued interest and/or breakages costs on, all outstanding Loans of the Replaced Lender, and other amounts payable in relation thereto under (2) an amount equal to all accrued, but theretofore unpaid, fees owing to the Finance Documents.Replaced Lender; and (b) The replacement all Obligations of a the Borrowers owing to the Replaced Lender pursuant to this Clause 3.5 (excluding those specifically described in clause (a) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be subject to the following conditions: (i) paid by the Borrowers shall have no right in full to replace such Replaced Lender concurrently with such replacement. Upon the Agent or execution of the Security Trustee; respective assignment documentation, the payments of amounts referred to in clauses (iia) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such above and, if so requested by the Replacement Lender any Lender, the delivery of the fees received appropriate Note or Notes executed by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.the

Replacement of a Lender. (a) If at any time: (i) any Borrower receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender becomes is a Non-Consenting Defaulting Lender, a Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected and that has been consented to by Required Lenders, or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), then so long as (i) Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to Issuing Lender in its sole discretion (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrower pursuant to subsection 2.8 and has declined or is unable to designate a different lending office in accordance with subsection 2.8B, Borrower may, at its sole expense and effort, upon notice to such Subject Lender and Administrative Agent, require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (a) Borrower shall have paid, or caused to be paid, to Administrative Agent the assignment fee specified in subsection 10.1B; (b) such Subject Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and Letter of Credit participations funded by such Subject Lender pursuant to subsection 3.3, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) through such date of replacement) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under subsection 2.7 or payments required to be made pursuant to subsection 2.8B, such assignment will result in a reduction in such compensation or payments thereafter; (d) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled; provided that if the Subject Lender refuses to execute the applicable Assignment Agreement or fails to respond to Borrower’s written request to execute the applicable Assignment Agreement within 15 days after receipt thereof, then Borrower may execute such Assignment Agreement on behalf of such Subject Lender and such Subject Lender hereby authorizes Borrower to execute such Assignment Agreement on its behalf; (e) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Borrower requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments; and (f) such assignment does not conflict with applicable laws. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.10 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Replacement of a Lender. If any Lender (an "Affected Lender") (a) If at makes a demand upon the Borrower for amounts pursuant to Section 9.14 (and the payment of such amounts are, and are likely to continue to be, materially more onerous in the reasonable judgment of the Borrower than with respect to the other Lenders) or (b) in connection with any time: proposed increase in the Borrowing Base pursuant to Section 2.8, refuses to consent to such increase in the Borrowing Base, the Borrower may, within 30 days of receipt by the Borrower of such demand, give notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all of its Loans and Commitments to an Eligible Assignee (a "Replacement Lender") designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the Borrower and no Lender may be replaced pursuant to this Section 3.8 if (i) such replacement conflicts with any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or applicable law or regulation, (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent shall have occurred and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal such replacement or (iii) prior to the outstanding principal amount of any such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any replacement, such Affected Lender shall have taken any obligation necessary action under Section 9.14 (if applicable) so as to eliminate the Borrowers to find a Replacement Lender; (iii) in the event continued need for payment of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender amounts owing pursuant to Clause 3.5(a); and (iv) in no event Section 9.14 or shall have waived its right to payment of the Lender replaced under this paragraph (b) be required to pay specific amounts that give rise or surrender would give rise to such Replacement Notice (it being understood for sake of clarity that the Affected Lender any of shall be under no obligation to waive such rights to payment and that such Affected Lender, if it is replaced in accordance with this Section 3.8, shall be entitled to be reimbursed for all breakage losses in connection with such replacement). If the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5Administrative Agent shall, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment exercise of any provisions its reasonable discretion and within 30 days of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.its receipt

Replacement of a Lender. If any Lender (aa "Non-Funding Lender") If at fails to fund any time: Loan required to be funded by it in accordance with the terms hereof, or if Borrower receives a statement of amounts due pursuant to subsection 2.8A from a Lender or a Lender becomes an Affected Lender (any such Lender, including a Non-Funding Lender, a "Subject Lender"), so long as (i) any no Potential Event of Default or Event of Default shall have occurred and be continuing and Borrower has obtained a commitment from another Lender becomes a Non-Consenting or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender (as defined in paragraph (c) below); or hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ subsection 2.8 upon 10 days prior written notice to the Agent Subject Lender and Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer Lenders, Eligible Assignee or Eligible Assignees pursuant to Clause 27 the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts, including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) through such date of replacement and not part only) of a release from its rights and obligations under this Agreement the Loan Documents, (2) the processing fee required to a Lender or other bankbe paid by subsection 10.1B(i) shall have been paid to Agent, financial institutionand (3) all of the requirements for such assignment contained in subsection 10.1B, trustincluding, fund or other entity (a “Replacement Lender”) selected by the Borrowerswithout limitation, which is acceptable to the Agent with the consent of Agent (if required, provided that the Majority Lenders (other than the Lender the Borrowers desire consent of Agent, such consent not to replace)be unreasonably withheld, which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) required in the event all instances of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender Funding Lender) and the receipt by Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documentsan executed Assignment Agreement and other supporting documents, have been fulfilled. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: Anything contained herein to the contrary notwithstanding, in the event that: (i) any Lender becomes a Non-Consenting shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.5, 2.6A or 2.6B (as defined including, without limitation, any such payments resulting from any change by such Lender in paragraph (c) belowthe office through which it makes LIBOR Loans); or , the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal, (ii) a Borrower or at any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to time any Lender in excess of amounts payable is a Defaulting Lender or (iii) at any time any Lender ceases to other Lenders generallybe a NAIC Approved Bank, then then, with respect to each such Lender (a “Terminated Lender”), the Borrowers Borrower may, on 30 Business Days’ prior at its sole expense and effort, by giving written notice to the Administrative Agent and such LenderTerminated Lender of its election to do so, replace elect to cause such Terminated Lender by requiring such Lender to (and such Terminated Lender shallhereby irrevocably agrees) transfer pursuant to Clause 27 assign all (and not part only) of its Commitment, outstanding Credit Exposure and other interests, rights and obligations under this Agreement hereunder to a Lender one or other bank, financial institution, trust, fund or other entity more Persons which are Eligible Assignees at such time (each a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent in accordance with the consent provisions of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender Section 8.1 (including the assumption consents of the transferring Lender’s participations on the same basis as the transferring LenderAdministrative Agent and each Fronted LC Issuing Bank required thereunder) for a purchase price in cash payable at the time of transfer equal to the sum of (x) the aggregate outstanding principal amount of the Loans held by such Lender’s participation in Terminated Lender and (y) the outstanding Advances and all LC Disbursements funded by such Terminated Lender that have not then been reimbursed by the Borrower, together with accrued interest and/or breakages costs thereon and other accrued and theretofore unpaid fees owing to such Terminated Lender under Section 2.3 to but not including the date of assignment, to be paid by the relevant Replacement Lender on the date of such assignment; provided that (a) on the effective date of such assignment, the Borrower shall pay any amounts payable in relation thereto under to such Terminated Lender to the Finance Documents. date of such assignment pursuant to Section 2.5 or 2.6 or otherwise as if it were a prepayment and (b) The replacement in the case of any such assignment resulting from a Lender pursuant claim for payments under Section 2.5, 2.6A or 2.6B, such assignment will result in the reduction in such payments. Upon the completion of such assignment and the payment of all amounts owing to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Terminated Lender, such Terminated Lender shall have no longer constitute a “Lender” for purposes hereof; provided that any obligation right of such Terminated Lender to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event indemnification hereunder shall the Lender replaced under this paragraph (b) be required to pay or surrender survive as to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsTerminated Lender. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower the Borrowers or any other Security Party becomes become obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender (and in the case of such Lender being a K-Sure Lender, with the prior consent of K-Sure (such consent not to be unreasonably withheld or delayed)), replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersBorrowers (other than any Affiliate or subsidiary of the Guarantor), which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such LenderXxxxxx’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 3.6 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security TrusteeTrustee in such capacities; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement LenderLender but nothing contained herein shall preclude them from doing so; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a3.6(a); and (iv) in no event shall the Lender replaced under this paragraph (b) Clause 3.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.53.6, in the event that: (i) a Borrower the Borrowers have or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If a Lender (an “Affected Lender”) (a) If sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its SOFR Loans at a suitable Lending Installation would violate any applicable Law or it is otherwise impossible for such Lender (or its Lending Installation) to make, maintain or fund its SOFR Loans and so notifies the Administrative Agent, or (c) is a Term Declining Lender or a Non-Consenting Lender, the Borrower may on or after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender (in the case of clause (b) above) or at any time: time prior to such Term Declining Lender’s Termination Date (iin the case of clause (c) above) or at any time after the date that it is determined that such Lender becomes is a Non-Consenting Lender (as defined in paragraph the case of clause (c) below); or (iiabove) a Borrower or any other Security Party becomes obliged in notify the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Administrative Agent and such Lender, Affected Lender that a Replacement Lender designated by the Borrower in the notice has agreed to replace such Lender by requiring such with respect to its outstanding Term Loans, provided that (i) any Replacement Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed); (ii) any assignment to a Replacement Lender shall be subject to Section 13.3; and (iii) the Borrower shall have paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Term Loans hereunder to the Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 (except as to any minimum amount requirements set forth therein) and shall receive, concurrently with such assignments, payment from such Replacement Lender of an amount equal to all outstanding amounts payable to such Affected Lender with respect to the aggregate outstanding principal amount of the Loans held by such Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such assignment and any amounts payable under Section 3.4 with respect to any payment of any Term SOFR Ratable Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the case of an assignment by (i) a Term Declining Lender under this Section 2.20, the Borrowers Replacement Lender that is the assignee of such Term Declining Lender shall have no right agree at the time of such assignment to replace the extension to the Extension Date of the Term Loan Facility Maturity Date with respect to the Term Loan Facility, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and (in its reasonable discretion) the Administrative Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after under this Section 2.20, the date Replacement Lender that is the Borrowers notify assignee of the Non-Consenting Lender and shall agree at the Agent time of its intent such assignment to replace the amendment, consent or waiver which such Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) has not consented to, which agreement shall be set forth in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant a written instrument delivered and satisfactory to the Finance Documents. Borrower and (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (iiits reasonable discretion) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”Administrative Agent.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 23.5 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersBorrower, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Advance and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); ) and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, or a Lender becomes an Affected Lender (a) If at any time: such Lender, a “Subject Lender”), so long as (i) any no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender becomes a Non-Consenting or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender (as defined in paragraph (c) below); or hereunder, (ii) such Lender is not Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to Issuing Lender (such as a Borrower or any other Security Party becomes obliged in “back-to-back” letter of credit) are made) and (iii), if applicable, the absence of an Event of Default Subject Lender is unwilling to repay any amount in accordance with Clause 24 or withdraw the notice delivered to pay additional amounts Company pursuant to Clause 23 or Clause 25 subsection 2.8 and/or is unwilling to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ remedy its default upon 10 days prior written notice to the Agent Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer Lenders, Eligible Assignee or Eligible Assignees pursuant to Clause 27 the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and not part only) of a 42 Credit Agreement release from its rights and obligations under this Agreement the Loan Documents, (2) the processing fee required to a Lender or other bankbe paid by subsection 10.1B(i) shall have been paid to Administrative Agent, financial institutionand (3) all of the requirements for such assignment contained in subsection 10.1B, trustincluding, fund or other entity (a “Replacement Lender”) selected by the Borrowerswithout limitation, which is acceptable to the Agent with the consent of Administrative Agent (if required) and the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and receipt by its execution Administrative Agent of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs an executed Assignment Agreement and other amounts payable in relation thereto under the Finance Documentssupporting documents, have been fulfilled. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any timeNotwithstanding anything contained in this Agreement to the contrary, if: (i) any Lender becomes a Non-Consenting Lender Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 8.2 (as defined in paragraph (c) belowfor the purposes of this Section, the “Affected Lender”); or; (ii) any Lender becomes a Borrower or any other Security Party becomes obliged Defaulting Lender, then, in the absence case of an Event of Default to repay any amount in accordance with Clause 24 each such Affected Lender or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Defaulting Lender in excess of amounts payable to other Lenders generally(each, then a “Terminated Lender”) the Borrowers Borrower may, on 30 Business Days’ prior by giving written notice to the Administrative Agent and such LenderTerminated Lender of its election to do so, replace elect to cause such Terminated Lender by requiring such Lender to (and such Terminated Lender shallhereby irrevocably agrees) transfer pursuant to Clause 27 all assign its outstanding Loans and Individual Commitments, if any, in full to one or more Persons (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (each a “Replacement Lender”) selected by in accordance with the Borrowersprovisions of this Section 19.6 and the consent rights of the Administrative Agent in Section 19.5(c) provided, however, that incumbent Lenders shall have the right to assume any such Loans and Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is acceptable not a Lender at the time that the Borrower provided the afore-mentioned notice to the Agent with Administrative Agent. The Replacement Lender or Replacement Lenders shall, in the consent aggregate, advance all (but not part) of the Majority Lenders (other than Terminated Lender’s Pro Rata Share of the Lender affected credit and, in the Borrowers desire to replace)aggregate, which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the transferring Terminated Lender (including the assumption under each of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal other Credit Documents to the outstanding principal amount of such Lender’s participation extent they relate to the Facility (but in no event shall any other Lender or the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance DocumentsAdministrative Agent be obliged to do so). (b) The replacement With respect to such advance, acquisition and assumption, the Pro Rata Share of a such credit of each Replacement Lender pursuant and the Individual Commitments and the obligations of such Replacement Lender under the Facility and the rights and obligations of such Replacement Lender under each of the other Credit Documents to this Clause 3.5 the extent they relate to the Facility shall be subject increased by its respective pro rata share (based on the relative Individual Commitments of the Replacement Lenders) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under each of the other Credit Documents to the following conditions: (i) extent they relate to the Borrowers Facility on a date mutually acceptable to the Replacement Lenders and the Borrower. On such date, each of the Replacement Lenders shall have no right execute an instrument substantially in the form of Schedule E and shall extend to replace the Agent or Borrower the Security Trustee; (ii) neither Terminated Lender’s Pro Rata Share of such credit and shall prepay to the Agent nor any Terminated Lender the Loans of the Terminated Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Terminated Lender under this Agreement, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligation obligations under this Agreement. In addition to the Borrowers foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a joinder agreement in form and substance satisfactory to find the Borrower and the Administrative Agent, which shall be executed and delivered by the Borrower and the Administrative Agent, and each such Replacement Lender shall be bound by the terms of the Credit Documents as a Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Replacement Lender; (iii) in , Schedule A shall be deemed to be amended to reflect the event amended or new Individual Commitments of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender Lenders pursuant to the Finance Documentsrespective amounts of such assumptions. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any the Borrower receives notice that the Borrower may incur Obligations under subsection 2.7 through a written statement under subsection 2.8A from the Administrative Agent or a Lender becomes a Non-Consenting Lender or otherwise (as defined in paragraph (c) belowother than for breakage costs under subsection 2.6D); or , (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such is a Defaulting Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires the consent of such Lender and such amendment, modification or waiver has been approved by the Requisite Lenders, or (iv) a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to the Borrower pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and the Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and the Administrative Agent, the Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to the Administrative Agent by the CHAR1\1732468v1CHAR1\1735441v5 Borrower or the assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of the Administrative Agent (if required) and the receipt by the Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions:If (i) the Borrowers shall have no right to replace Borrower receives notice that the Borrower may incur Obligations under subsection 2.7 through a written statement under subsection 2.8A from the Administrative Agent or the Security Trustee; a Lender or otherwise (other than for breakage costs under subsection 2.6D), (ii) neither the Agent nor any a Lender shall have any obligation to the Borrowers to find is a Replacement Defaulting Lender; , (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires the consent of such Lender and such amendment, modification or waiver has been approved by the Requisite Lenders, or (iv) a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to the Borrower pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and the Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and the Administrative Agent, the Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to the Administrative Agent by the Borrower or the assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of the Administrative Agent (if required) and the receipt by the Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.8A from a Lender, replace such a Revolving Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to fund a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender Revolving Loan pursuant to this Clause 3.5 shall be subject to the following conditions: Agreement, a Lender (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing (provided that such condition shall not apply to a Non-Consenting Lender) and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a the Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers Borrower may, on 30 15 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to Borrower with the prior written consent of the Agent with the consent of and the Majority Lenders (other than the Lender the Borrowers desire Borrower desires to replace) (such consent and approval not to be unreasonably withheld or delayed), which confirms its the Replacement Lender’s willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Loan and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Borrower shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify Borrower notifies the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); (iv) in the case of any such replacement resulting from a requirement to pay additional amounts pursuant to Clause 23 or Clause 25, such replacement will result in a reduction of such additional amounts thereafter; and (ivv) in no event shall the Lender replaced under this paragraph (b) Clause 3.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a the Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Majority Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If any Lender (an “Affected Lender”) (a) If at any time: (i) any Lender becomes makes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a demand upon the Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional for amounts pursuant to Clause 23 Section 5.01 (and the payment of such amounts are, and are likely to continue to be, materially more onerous in the reasonable judgment of the Borrower than with respect to the other Lenders) or Clause 25 (b) in connection with any proposed increase in the Borrowing Base pursuant to any Lender in excess of amounts payable Section 2.07 refuses to other Lenders generallyconsent to such increase, then the Borrowers Borrower may, on within 30 Business Days’ prior written days of receipt by the Borrower of such demand, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Lender, replace Affected Lender of its intention to cause such Lender by requiring such Affected Lender to (and such Lender shall) transfer pursuant to Clause 27 sell all (and not part only) of its rights and obligations under this Agreement Loans, Loan Commitments and/or Notes to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Assignee (a “Replacement Lender”) selected designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the BorrowersBorrower and no Lender may be replaced pursuant to this Section 5.06 if (i) such replacement conflicts with any applicable law or regulation, which is acceptable to the Agent with the consent (ii) any Event of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume Default shall have occurred and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal such replacement or (iii) prior to any such replacement, such Affected Lender shall have taken any necessary action under Section 5.04 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 5.01 or shall have waived its right to payment of the specific amounts that give rise or would give rise to such Replacement Notice (it being understood for sake of clarity that the Affected Lender shall be under no obligation to waive such rights to payment and that such Affected Lender, if it is replaced in accordance with this Section 5.06, shall be entitled to be reimbursed for all breakage losses in connection with such replacement). If the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in writing that the Replacement Lender is satisfactory to the outstanding principal Administrative Agent (such consent not being required where the Replacement Lender is already a Lender or an Affiliate of a Lender or an Eligible Assignee), then such Affected Lender shall, subject to the payment of any amounts due pursuant to Section 5.02, assign, in accordance with Section 12.04, all of its Loan Commitments, Loans, Notes (if any), and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the replacement notice to such Replacement Lender; provided, however, that (A) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender, (B) the purchase price paid by such Replacement Lender shall be in the amount of such Affected Lender’s participation Loans designated in the Replacement Notice, and/or its Percentage of outstanding Advances and Reimbursement Obligations, as applicable, together with all accrued and unpaid interest and/or breakages costs and fees in respect thereof, plus all other amounts payable in relation thereto (including the amounts demanded and unreimbursed under Section 5.01) and (C) the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 Borrower shall be subject pay to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Affected Lender and the Administrative Agent all reasonable out-of-pocket expenses incurred by the Affected Lender and the Administrative Agent in connection with such assignment and assumption (including the processing fees described in Section 12.04). If the Affected Lender fails to execute an Assignment and Assumption after five Business Days notice from the Administrative Agent, such failure to execute shall not impair the validity of the removal of the Affected Lender and the mandatory assignment of such Affected Lenders Loan Commitments, Loans, Notes (if any), and other rights and obligations under this Agreement and all of the Loan documents and such assignment shall be effective without the execution of an Assignment and Assumption by the Affected Lender. If the Administrative Agent fails to notify Borrower within 30 days of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to receipt of such Replacement Notice that such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendmentis satisfactory, then any such Replacement Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed satisfactory to the Administrative Agent. Upon the effective date of an assignment described above, the Replacement Lender shall become a “Non-Consenting Lender”” for all purposes under the Loan Documents.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Defaulting Lender or an Affected Lender (any such Lender, a "Subject Lender"), so long as defined in paragraph (ci) below); or no Potential Event of Default or Event of Default shall have occurred and be continuing and Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (ii) a Borrower or any other Security Party becomes obliged in the absence of such Lender is not an Event of Default to repay any amount in accordance Issuing Lender with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender in excess (such as a "back-to-back" letter of amounts payable credit) are made) and (iii), if applicable, the Subject Lender is unwilling to other Lenders generally, then the Borrowers may, on 30 Business Days’ remedy its default or withholds any request for reimbursement upon ten (10) days prior written notice to the Agent Subject Lender and Administrative Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer Lenders, Eligible Assignee or Eligible Assignees pursuant to Clause 27 the provisions of Subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under Subsections 2.6D, 2.7 and/or 2.8 (if applicable)) through such date of replacement and not part only) of a release from its rights and obligations under this Agreement the Loan Documents, (2) the processing fee required to a Lender or other bankbe paid by Subsection 10.1B(i) shall have been paid to Administrative Agent, financial institutionand (3) all of the requirements for such assignment contained in Subsection 10.1B, trustincluding, fund or other entity (a “Replacement Lender”) selected by the Borrowerswithout limitation, which is acceptable to the Agent with the consent of Administrative Agent (if required) and the Majority Lenders receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled; and provided further, that if Borrower seeks to exercise such right, Borrower must do so within sixty (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations 60) days after Borrower first knows or should have known of the transferring Lender (including the assumption occurrence of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent event or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender events giving rise to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documentsright. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at Borrower is required pursuant to Section 3.12 or 3.14 to make any time: (i) additional payment to any Lender or if any Lender becomes a Non-Consenting Rate Affected Lender (any Lender so affected an " Affected Lender "), Borrower may elect, if such amounts continue to be charged or so long as defined in paragraph (c) below); or (ii) such Lender is a Borrower Rate Affected Lender, to replace such Affected Lender as a Lender under this Agreement, provided that no Default or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent shall have occurred and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal such replacement, and provided further that, concurrently with such replacement, (a) an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the outstanding principal amount Affected Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such Lender’s participation date, and (b) Borrower shall pay to such Affected Lender in same day funds on the outstanding Advances and day of such replacement all accrued interest and/or breakages costs interest, fees and other amounts payable in relation thereto then accrued but unpaid to such Affected Lender by Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.12 and 3.14. If any Rate Affected Lender is replaced pursuant to this Section 3.16, such Lender shall repay to Borrower the Finance Documents. unused portion of the Initial Commitment Fee or the Extension Fee (if such replacement occurs during the extension period), such amount being determined by multiplying (a) the Initial Commitment Fee or the Extension Fee, as applicable, times (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: fraction (i) the Borrowers shall have no right to replace numerator of which is the Agent or number of whole months remaining until the Security Trustee; (ii) neither initial Termination Date or, if applicable, the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) number of months remaining in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender extension period and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consentdenominator of which is thirty-six (36) or if the replacement occurs during the extension period, waiver or amendment in question requires the approval of all Lenders; and twelve (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”12).

Replacement of a Lender. (a) If at any time: (i) any a Lender becomes a Non-Consenting Lender (as defined in paragraph paragraph(b)); (cii) belowa Lender becomes a Defaulting Lender (as defined above); (iii) a Lender becomes subject to an Increased Costs amount for which the Borrower becomes obliged to pay in accordance with this Agreement; (iv) an Obligor becomes obliged to pay any additional amounts pursuant to Clause 12 (Tax Gross-up and Indemnity); or (iiv) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default Lender is required to repay any amount in accordance with Clause 24 or to pay additional amounts be repaid pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally11.1 (Mandatory prepayment – Illegality), then the Borrowers Borrower may, on 30 three (3) Business Days’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 21 (Assignment and Transfer) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersBorrower, which and that is acceptable to the Facility Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which acting reasonably) that confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations participation in any Loans on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount aggregate of such the transferring Lender’s participation in Relevant Percentage of the outstanding Advances and all accrued interest and/or breakages costs Loan and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in In the event that: (i) a the Borrower or the Facility Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to to, or to agree to a waiver or amendment of of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) the Majority Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “non- consenting Lender (a Non-Consenting Lender”). (c) In no event should a Lender replaced pursuant to this Clause 25.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.8A from a Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which Company is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay any additional amounts under subsection 2.7 or surrender to such Replacement a Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, either (i) requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or (ii) requires consent of Requisite Lenders, (any such Lender, a “Subject Lender”), so long as (1) Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and all other obligations of the Subject Lender hereunder and (2), if applicable, the Subject Lender is unwilling or unable to withdraw the notice delivered to Company pursuant to subsection 2.8, Company may require the Subject Lender to assign all of its Loans to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (A) Company has paid to the Lender giving such notice all amounts under subsections 2.7 and/or 2.8B (if applicable) through such date of replacement, (B) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (C) all of the requirements for such assignment contained in subsection 10.1B have been fulfilled, including, the consent of Administrative Agent and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, and (D) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans. Each Lender hereby grants to Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender or such Issuing Bank, as the case may be, as assignor, any Assignment Agreement necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this subsection 2.10.

Replacement of a Lender. (a) If at any timetime during the term of the Loan when there are two or more Lenders: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or; (ii) a the Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally; or (iii) any Lender fails to make its portion of an Advance available pursuant to the terms of Clause 2.2, then the Borrowers Borrower may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 on the last day of an Interest Period all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, bank or financial institution, trust, fund or other entity institution (a “Replacement Lender”) selected by the BorrowersBorrower, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace)Agent, which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs other quantifiable customary and other actual breakage costs, for which reasonable evidence of calculation has been provided to the Borrower, and amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Borrower shall have no right to replace the Agent or the Security TrusteeTrustee in such capacities; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find a Replacement LenderLender but nothing contained herein shall preclude them from doing so; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days Business Days after the date the Borrowers notify Borrower notifies the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a the Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.6750.00% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If (a) If a Lender sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2 or 3.5, (b) a Lender determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable Law and so notifies the Administrative Agent pursuant to Section 3.3, or (c) a Lender is a Declining Lender (including a Non-Extending Lender), the Borrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent's receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at any time: time prior to such Declining Lender's Termination Date (in the case of clause (c) above) notify the Administrative Agent and such Lender that an Additional Lender designated by the Borrower in the notice has agreed to replace such Lender, provided that (i) any New Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: approval of the Administrative Agent (iwhich approval shall not be unreasonably withheld) the Borrowers shall have no right to replace the Agent or the Security Trustee; and (ii) neither the Agent nor any Lender Borrower shall have paid any obligation amounts due pursuant to Section 3.1, 3.2 or 3.5 to the Borrowers Lender to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting be replaced on or before such replacement. The Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent to be replaced shall assign all of its intent Commitments and Loans and interests in outstanding Facility Letters of Credit hereunder to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Additional Lender pursuant to the Finance Documents. (c) For purposes procedures for assignments contained in Section 13.3 and shall receive, concurrently with such assignments, payment of this Clause 3.5an amount equal to all outstanding amounts payable to such assigning Lender hereunder, in including without limitation the event that: (i) a Borrower or aggregate outstanding principal amount of the Agent has requested Loans held by such Lender, all interest thereon to the Lenders date of the assignment, all accrued fees to give a consent in relation the date of such assignment and any amounts payable under Section 3.4 with respect to or to agree to a waiver or amendment any payment of any provisions Fixed Rate Loan resulting from such assignment. Such assigning Lender shall not be responsible for the payment to the Administrative Agent of the Finance Documents; (ii) fee provided for in Section 13.3.2, which fee shall be paid by such Additional Lender. In the consentcase of an assignment by a Declining Lender under this Section 2.20, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent Additional Lender that is the assignee of the Total Commitments have consented Declining Lender shall agree at the time of such assignment to or agreed the extension to such waiver or amendmentthe applicable Extension Date of the Commitment assigned to it, then any Lender who does not and continues not to consent or agree to such waiver or amendment which agreement shall be deemed set forth in a “Non-Consenting Lender”written instrument delivered and satisfactory to the Borrower and the Administrative Agent.

Replacement of a Lender. (a) If at any time: (i) any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender claiming compensation or reimbursement pursuant to subsection 2.6D or 2.7, a Revolving Lender becomes a Non-Consenting Defaulting Lender, a Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsection 2.10) that, (1) pursuant to subsection 10.6, requires consent of 100% of the Lenders (other than Defaulting Lenders) or 100% of the Lenders (other than Defaulting Lenders) with Obligations directly affected and (2) Requisite Lenders have otherwise consented to or a Lender becomes an Affected Lender, (any 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 (none of whom shall constitute a Defaulting Lender at the time of such replacement) to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten (10) days prior written notice to the Subject Lender and Administrative Agent, then Company may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate all of its interests, rights (other than existing rights to payments pursuant to subsections 2.6D or 2.7) and obligations under the Agreement and the related Loan Documents to another Lender or an Eligible Assignee; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, and/or 2.7 (if applicable) and all amounts under subsection 10.1B with respect to any deficiencies owed by any Subject Lender that is a Defaulting Lender) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, (4) in the case of any such assignment resulting from the claim for compensation under subsection 2.7A or payments required to be made under subsection 2.7B, such assignment will result in a reduction in such compensation or payments thereafter, and (5) such assignment does not conflict with applicable laws and (6) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders (other than Defaulting Lenders) with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders (other than Defaulting Lenders)), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include all Loans and Commitments of such Non-Consenting Lender.

Replacement of a Lender. (a) If at any time: Subject to the second and third paragraphs of this Section 10.5, if: (i) a Revolving Loan Lender requests compensation under Sections 10.1(a) and (b) or Section 10.4 and other Lenders holding Revolving Loan Commitments equal to at least one-third of the Total Revolving Loan Commitments shall not have made a similar request; (ii) an Incremental Term Loan Lender requests compensation under Sections 10.1(a) and (b) or Section 10.4 and other Lenders holding Incremental Term Loans of the same Tranche equal to at least one-third of the aggregate outstanding Incremental Term Loans of such Tranche shall not have made a similar request; (iii) the obligation of a Lender to make Non-Base Rate Loans or to Convert Base Rate Loans into Non-Base Rate Loans shall be suspended pursuant to Section 10.1(e) or (f) in circumstances in which such obligations of other Lenders holding Revolving Loan Commitments and Incremental Term Loans equal to at least one-third of all Revolving Loan Commitments and the aggregate outstanding Incremental Term Loans shall not have been suspended; (iv) a Lender becomes a Defaulting Lender; (v) a Revolving Loan Lender is prohibited or restricted from making Loans in the jurisdiction of an Applicant Borrower and other Revolving Loan Lenders holding Revolving Loan Commitments equal to at least 50% of the aggregate Revolving Loan Commitments shall not be subject to any such prohibition or restriction; or (vi) any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent becomes a Non-Consenting Lender, then so long as such condition occurs and is continuing the Administrative Agent (i) may replace such Lender (as defined in paragraph (c) belowthe "Affected Lender"); or , or cause such Affected Lender to be replaced, or (ii) a Borrower or any other Security Party becomes obliged in upon the absence written request of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generallyAGCO, then the Borrowers may, on 30 Business Days’ prior written notice to the Administrative Agent and such Lender, shall replace such Affected Lender with an Eligible Assignee identified by requiring AGCO (the "Replacement Lender"), by having such Affected Lender to (sell and such Lender shall) transfer pursuant to Clause 27 assign all (and not part only) of its rights and obligations under this Agreement to a Lender or and the other bankLoan Documents (including for purposes of this Section, financial institutionparticipations in Letters of Credit, trust, fund or other entity (a “Replacement Lender”Letter of Credit Advances and in Swing Line Loans) selected by the Borrowers, which is acceptable to the Agent with Replacement Lender pursuant to Section 9.6; provided that (i) in the consent case of any such assignment resulting from a claim for compensation under Section 10.1 or payments required to be made pursuant to Section 10.4, such assignment will result in a reduction in such compensation or payments thereafter, (ii) in case of any such assignment resulting from the suspension of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement obligation of a Lender to make Non-Base Rate Loans or to Convert Base Rate Loans into Non-Base Rate Loans pursuant to this Clause 3.5 shall be subject to Section 10.1(e) or (f), such assignment will result in the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; revocation of such suspension, (iii) such assignment does not conflict with Applicable Law, and (iv) in the event case of any assignment resulting from a replacement of Lender becoming a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5Lender, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.the

Replacement of a Lender. If a Lender (“Affected Lender”) (a) If sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable Law or it is otherwise impossible for such Lender (or its Lending Installation) to make, maintain or fund its Fixed Rate Loan and so notifies the Administrative Agent pursuant to Section 3.3, (c) is a Revolving Credit Declining Lender or a Non-Consenting Lender or (d) is a Defaulting Lender, the Borrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at any time: time prior to such Revolving Credit Declining Lender’s Termination Date (iin the case of clause (c) above) or at any time after the date that it is determined that such Lender becomes is a Non-Consenting Lender (as defined in paragraph the case of clause (c) below); or above) or after it is reasonably determined by the Administrative Agent, and the Administrative Agent has notified the Borrower, that such Lender is a Defaulting Lender (ii) a Borrower or any other Security Party becomes obliged in the absence case of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to clause (d) above) (and such Lender shallhas not ceased to be a Defaulting Lender) transfer pursuant to Clause 27 all (notify the Administrative Agent and not part only) of its rights and obligations under this Agreement to such Affected Lender that a Replacement Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected designated by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation Borrower in the outstanding Advances notice has agreed to replace such Lender with respect to its Revolving Credit Commitment and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. Revolving Credit Loans, provided that (bi) The replacement of a any Replacement Lender pursuant to this Clause 3.5 shall be subject to the following conditions: approval of the Administrative Agent and each Arranger (which approval shall not be unreasonably withheld or delayed); (ii) any Replacement Lender shall not constitute a Defaulting Lender at the time of such replacement; (iii) any assignment to a Replacement Lender shall be subject to Section 13.3; and (iv) the Borrower shall have paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Revolving Credit Commitment, Loans and interests in outstanding Facility Letters of Credit hereunder to the Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 and shall receive, concurrently with such assignments, payment of an amount equal to all outstanding amounts payable to such Affected Lender with respect to the Revolving Credit Facility, including without limitation the aggregate outstanding principal amount of the Loans held by such Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such assignment and any amounts payable under Section 3.4 with respect to any payment of any Fixed Rate Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the case of an assignment by (i) a Revolving Credit Declining Lender under this Section 2.20, the Borrowers Replacement Lender that is the assignee of the Revolving Credit Declining Lender shall have no right agree at the time of such assignment to replace the extension to the Extension Date of the Revolving Credit Facility Termination Date with respect to the Revolving Credit Facility, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Administrative Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after under this Section 2.20, the date Replacement Lender that is the Borrowers notify assignee of the Non-Consenting Lender and shall agree at the Agent time of its intent such assignment to replace the amendment, consent or waiver which such Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) has not consented to, which agreement shall be set forth in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant a written instrument delivered and satisfactory to the Finance DocumentsBorrower and the Administrative Agent. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at In the event any time: Lender (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (cgives notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06(a) below); or [Increased Costs, Etc.], (ii) a Borrower does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, or any other Security Party (iii) becomes obliged in subject to the absence control of an Event of Default Official Body (other than normal and customary supervision) (iv) fails to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 agree to any Lender in excess of amounts payable amendment, consent, waiver, or the like as to other which the Required Lenders generallyhave agreed , then the Borrowers mayBorrower shall have the right at its option, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace)Agent, which confirms its willingness shall not be unreasonably withheld, to assume prepay the Loans of such Lender in whole, together with all interest accrued thereon, and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring terminate such Lender’s participations on Commitment within ninety (90) days after (w) receipt of such Lender’s notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.], (x) the same basis date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date such Lender became subject to the control of an Official Body, or (z) the date such amendment, consent, waiver, or the like becomes effective, as applicable; provided that the transferring Lender) for a purchase price in cash payable Borrower shall also pay to such Lender at the time of transfer equal such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender shall be provided by one or more of the remaining Lenders or a replacement bank acceptable to the outstanding principal amount of such Lender’s participation in Agent; provided, further, the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall foregoing, the Agent may only be replaced subject to the following conditions: (i) the Borrowers shall requirements of Section 9.14 [Successor Agent] and provided that all Letters of Credit have no right to replace the Agent expired or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay been terminated or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documentsreplaced. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers The Obligors’ Agent may, on 30 Business Days’ prior by giving written notice to the Facility Agent and such a Relevant Lender, replace such Lender by requiring such require that Relevant Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”. (b) selected On receipt of a notice under paragraph (a) above the Relevant Lender must transfer all of its rights and obligations under this Agreement: (i) in accordance with Clause 33.2 (Assignments and transfers by Lenders); (ii) on the Borrowers, which date specified in the notice provided it is acceptable no earlier than five Business Days from the date of the notice and no later than 10 Business Days from the date of the notice; (iii) to the Agent with Replacement Lender specified in the consent of notice provided such Replacement Lender meets the Majority Lenders criteria set out in Clause 33.2 (other than the Lender the Borrowers desire to replaceAssignments and transfers by Lenders), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender ; and (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lenderiv) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such aggregate of: (A) the Relevant Lender’s participation in the outstanding Advances Loans and any amount then due from such Lender under the Avales; (B) any Break Costs payable by the Relevant Lender as a result of the transfer; and (C) all accrued interest and/or breakages costs interest, fees and other amounts payable to the Relevant Lender under this Agreement as at the transfer date specified in relation thereto under the Finance Documentsnotice referred to at subparagraph (ii) above. (bc) The Obligors’ Agent’s right to replace a Non-Funding Lender is in addition to all other rights and remedies available to the Obligors’ Agent against the Non-Funding Lender. (d) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Obligors’ Agent shall have no right to replace the Agent or the Security TrusteeFacility Agent; (ii) neither the Facility Agent nor any the Lender shall have any obligation to the Borrowers Obligors’ Agent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 45 days after the date the Borrowers notify the Non-Consenting Lender notifies the Obligors’ Agent and the Facility Agent of its intent failure or refusal to replace agree to any consent, waiver or amendment to the Non-Consenting Lender pursuant to Clause 3.5(a)Finance Documents; and (iv) in no event shall the Lender replaced under this paragraph (b) Clause 33.9 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any timeIf: (i) any sum payable to any Lender becomes a Nonby an Obligor is required to be increased under Clause 13 (Tax Gross-Consenting Lender (as defined in paragraph (c) belowUp and Indemnities); or (ii) any Lender claims indemnification from a Borrower under Clause 14 (Increased Costs), the Parent may, whilst the circumstance giving rise to the requirement for that increase or any other Security Party becomes obliged indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in each Loan or give the absence Agent notice of an Event of Default its intention to repay any amount replace that Lender in accordance with Clause 24 or paragraph (d) below. (b) On receipt of a notice referred to pay additional amounts pursuant in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to Clause 23 or Clause 25 to any Lender zero. (c) On the last day of each Interest Period which ends after the Parent has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent in excess of amounts payable to other Lenders generallythat notice), then the Borrowers applicable Borrower shall repay that Lender’s participation in each Loan. (d) The Parent may, in the circumstances set out in paragraph (a) above, on 30 ten (10) Business Days’ prior written notice to consultation with the Agent and such the relevant Lender, replace such that Lender by requiring such that Lender to transfer (and such and, to the extent permitted by law, that Lender shallshall transfer) transfer pursuant to Clause 27 26 (Changes to the Parties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), Parent which confirms its willingness to assume and by its execution of a Transfer Certificate does not assume all the obligations of the transferring Lender in accordance with Clause 26 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring LenderParties) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the aggregate of: (i) the outstanding principal amount of such Lender’s Lenders’ participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trusteeeach Loan; (ii) neither the Agent nor any Lender shall have any obligation all accrued interest owing to the Borrowers to find a Replacement such Lender; (iii) in the event of a replacement of a Non-Consenting Lender Break Costs which would have been payable to such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a)11.3 (Break Costs) had the applicable Borrower prepaid in full that Lender’s participation in the Loan on the date of the transfer; and (iv) in no event shall all other amounts payable to that Lender under the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any Finance Documents on the date of the fees received by such Lender pursuant to the Finance Documentstransfer. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any the Borrower receives notice that it may incur Obligations under subsection 2.7 through a written statement under subsection 2.8A from the Administrative Agent or a Lender becomes a Non-Consenting Lender or otherwise (as defined in paragraph (c) belowother than for breakage costs under subsection 2.6D); or , (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such is a Defaulting Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 9.6, requires the consent of such Lender and such amendment, modification or waiver has been approved by the Requisite Lenders, or (iv) a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder and (ii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to the Borrower pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and the Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and the Administrative Agent, the Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 9.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts actually due and owing (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 9.1B(i) shall have been paid to the Administrative Agent by the Borrower or the assignee, (3) all of the requirements for such assignment contained in subsection 9.1B, including, without limitation, the consent of the Administrative Agent (if required) and the receipt by the Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Company receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.9A from a Lender, replace such a Revolving Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to fund a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender Revolving Loan pursuant to this Clause 3.5 shall be subject to the following conditions: Agreement, a Lender (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made), and (iii) at any time when there are one or two Lender Groups, if the Subject Lender is also Administrative Agent, the Swing Line Lender or an Issuing Lender, the prior written approval of the Requisite Lenders (determined without taking into account the Term Loan Exposure or Revolving Loan Exposure of the Subject Lender) has been obtained by Company (such approval not to be unreasonably withheld, delayed or conditioned, it being understood that the failure of the Requisite Lenders to object to any such action within 10 Business Days following delivery by Company to Administrative Agent (for further transmittal to Lenders) of written notice of the proposed assignee or assignees, shall be deemed to constitute irrevocable and unconditional approval of such required assignment), Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.9B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender, and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments.

Replacement of a Lender. If Borrower receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (aa "NON-CONSENTING LENDER") If at refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders (and such amendment, modification or waiver shall have been approved by Requisite Lenders) or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any time: such Lender, a "SUBJECT LENDER"), so long as (i) no Event of Default shall have occurred and be continuing and Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (iii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender becomes (such as a "back-to-back" letter of credit) are made) and (iv), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrower pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, and (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a and Borrower or any also requires each other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Subject Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which that is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender to assign its Loans and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsCommitments. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Defaulting Lender; or (ii) any Lender becomes a Non-Consenting Lender (as defined in paragraph (ce) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers Borrower may, on 30 Business Days’ prior written whilst that Lxxxxx continues to be a Non-Consenting Lender or a Defaulting Lender, deliver a notice (a "Replacement Notice") to the Agent and such Lender, Lender to: (A) replace such Lender by requiring such Lender (a "Replaced Lender") to (and and, to the extent permitted by law, such Replaced Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity constituting a New Lender under Clause 23.1 (a “Replacement Lender”Assignments and transfers by the Lenders) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), Borrower which confirms its (or their) willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Replaced Lender (including the assumption of the transferring LenderReplaced Lxxxxx’s participations or unfunded or undrawn participations (as the case may be) on the same basis as the transferring Replaced Lender) in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Replaced Lender’s 's participation in the outstanding Advances Utilisations and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents.; or (B) prepay (or procure that another member of the Group prepays) on such dates as specified in the Replacement Notice at par all of such Lender’s (a "Prepaid Lender") participation in the outstanding Utilisations and all related accrued interest and other amounts payable in relation thereto under the Finance Documents in respect of such participation; and/or (C) cancel all of the undrawn Commitments of that Replaced Lender or Prepaid Lender on such dates as specified in the Replacement Notice, (b) The replacement of a Lender pursuant to this Clause 3.5 34.4 shall be subject to the following conditions: (i) the Borrowers Borrower shall have no right to replace the Agent or the Security TrusteeAgent; (ii) neither the Agent nor any the Lender shall have any obligation to the Borrowers Borrower to find a Replacement Lenderreplacement lender; (iii) in the event of a replacement of a Non-Consenting Lender and/or a Defaulting Lender such replacement must take place no later than 30 days 20 Business Days after the date the Borrowers notify the on which that Lender is deemed a Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); andand/or a Defaulting Lender; (iv) in no event shall the Lender replaced under this paragraph (b) Clause be required to pay or surrender to such Replacement Lender replacement lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Non-Consenting Lender and/or a Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) For purposes A Non-Consenting Lender and/or a Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of this Clause 3.5, a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (d) In the event that: (i) a the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to to, or to agree to a waiver or amendment of of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) the Majority Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “"Non-Consenting Lender”".

Replacement of a Lender. (a) If at any time: (i) any Lender becomes Borrower receives a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence statement of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts due pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such subsection 2.8A from a Lender, replace such a Revolving Lender by requiring such Lender defaults in its obligations to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to fund a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender Revolving Loan pursuant to this Clause 3.5 shall be subject to the following conditions: Agreement, a Lender (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any 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 Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrower pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Borrower also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments.

Replacement of a Lender. (a) If at any time: (i) If any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice and subject to the Agent and such Lenderrestrictions contained in Section 12.04), replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender or other bank, financial institution, trust, fund or other entity accepts such assignment); provided that (a “Replacement Lender”A) selected by the Borrowers, which is acceptable to Borrower shall have received the Agent with the prior written consent of the Majority Lenders (other than the Administrative Agent with respect to any assignee that is not already a Lender the Borrowers desire to replace)hereunder, which confirms its willingness to assume and by its execution consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of a Transfer Certificate does assume all the obligations any of the transferring Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium (including the assumption of the transferring Lender’s participations on the same basis Prepayment Premium). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement result of a waiver by such Lender pursuant or otherwise, the circumstances entitling the Borrower to this Clause 3.5 shall be subject require such assignment and delegation cease to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee;exist. (ii) neither Any Lender being replaced pursuant to Section 2.19(c)(i) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding portion of the Agent nor any Advance funded by such Lender. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall have any obligation acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (B) all obligations of the Borrower owing to the Borrowers assigning Lender relating to find the Advance and Commitments so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Replacement Lender hereunder and under each of the Transaction Documents and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned portion of the Advance and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender; (iii) in the event of a replacement of a . In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement must take place no later than 30 days after within three (3) Business Days of the date on which the Borrowers notify assignee Lender executes and delivers such Assignment and Acceptance to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance without any action on the part of the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsDefaulting Lender. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) If any Lender other than Mxxxxx Sxxxxxx becomes a Non-Consenting Defaulting Lender (as defined in paragraph (c) below); or (ii) or a Borrower Lender other than Mxxxxx Sxxxxxx or any other Security Party becomes obliged in Affiliate thereof imposes or attempts to impose costs pursuant to Section 2.10, then the absence of an Event of Default Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to repay any amount the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice and subject to the Agent and such Lenderrestrictions contained in Section 12.04), replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender or other bank, financial institution, trust, fund or other entity accepts such assignment); provided that (a “Replacement Lender”A) selected by the Borrowers, which is acceptable to Borrower shall have received the Agent with the prior written consent of the Majority Lenders (other than the Administrative Agent with respect to any assignee that is not already a Lender the Borrowers desire to replace)hereunder, which confirms its willingness to assume and by its execution consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of a Transfer Certificate does assume all the obligations any of the transferring Borrower, the Servicer or the Originator and (C) such assigning Lender (including the assumption shall have received payment of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer an amount equal to the all outstanding principal amount of Advances funded or maintained by such Lender’s participation in the outstanding Advances , together with all accrued interest thereon and all accrued interest and/or breakages costs Fees or (y) terminate the Commitment of such Lender and other amounts payable in relation thereto under repay all Obligations of the Finance Documents. (b) The replacement Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. 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 pursuant or otherwise, the circumstances entitling the Borrower to this Clause 3.5 shall be subject require such assignment and delegation cease to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee;exist. (ii) neither Any Lender being replaced pursuant to Section 2.19(c)(i) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding portion of the Agent nor any Advance funded by such Lender. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall have any obligation acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (B) all obligations of the Borrower owing to the Borrowers assigning Lender relating to find the Advance and Commitments so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Replacement Lender hereunder and under each of the Transaction Documents and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned portion of the Advance and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assignment Lender; (iii) in . In connection with any such replacement, if any such Defaulting Lender does not execute and deliver to the event of Administrative Agent a replacement of a Non-Consenting Lender duly executed Assignment and Acceptance reflecting such replacement must take place no later than 30 days after within three (3) Business Days of the date on which the Borrowers notify the Non-Consenting assignee Lender executes and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender delivers such Assignment and Acceptance to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendmentDefaulting Lender, then any such Defaulting Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting to have executed and delivered such Assignment and Acceptance without any action on the part of the Defaulting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower the Borrowers or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace)Agent, which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring LenderXxxxxx’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such LenderXxxxxx’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days Business Days after the date the Borrowers notify notifies the Non-Consenting Lender and the Agent of its their intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower the Borrowers or the Agent has have requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.6750.00% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If a Lender (“Affected Lender”) (a) If sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable Law and so notifies the Administrative Agent pursuant to Section 3.3, (c) is a Revolving Credit Declining Lender, or (d) is a Defaulting Lender, the Borrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at any time: time prior to such Revolving Credit Declining Lender’s Termination Date (in the case of clause (c) above) or after it is reasonably determined by the Administrative Agent, and the Administrative Agent has notified the Borrower, that such Lender is a Defaulting Lender (in the case of clause (d) above) (and such Lender has not ceased to be a Defaulting Lender) notify the Administrative Agent and such Affected Lender that a Replacement Lender designated by the Borrower in the notice has agreed to replace such Lender with respect to its Revolving Credit Commitment and Revolving Credit Loans, provided that (i) any Replacement Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: approval of the Administrative Agent and each Arranger (i) the Borrowers which approval shall have no right to replace the Agent not be unreasonably withheld or the Security Trustee; delayed); (ii) neither the Agent nor any Replacement Lender shall have any obligation to not constitute a Defaulting Lender at the Borrowers to find a Replacement Lender; time of such replacement; (iii) in the event of any assignment to a replacement of a Non-Consenting Replacement Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender shall be subject to Section 13.3; and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) the Borrower shall have paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Revolving Credit Commitment, Loans and interests in no event shall outstanding Facility Letters of Credit hereunder to the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes procedures for assignments contained in Section 13.3 and shall receive, concurrently with such assignments, payment of this Clause 3.5an amount equal to all outstanding amounts payable to such Affected Lender with respect to the Revolving Credit Facility, in including without limitation the event that: (i) a Borrower or aggregate outstanding principal amount of the Agent has requested Loans held by such Affected Lender, all interest thereon to the Lenders date of the assignment, all accrued fees to give a consent in relation the date of such assignment and any amounts payable under Section 3.4 with respect to or to agree to a waiver or amendment any payment of any provisions Fixed Rate Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the Finance Documents; (ii) fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the consentcase of an assignment by a Revolving Credit Declining Lender under this Section 2.20, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent Replacement Lender that is the assignee of the Total Commitments have consented Revolving Credit Declining Lender shall agree at the time of such assignment to or agreed the extension to such waiver or amendmentthe Extension Date of the Revolving Credit Facility Termination Date with respect to the Revolving Credit Facility, then any Lender who does not and continues not to consent or agree to such waiver or amendment which agreement shall be deemed set forth in a “Non-Consenting Lender”written instrument delivered and satisfactory to the Borrower and the Administrative Agent.

Replacement of a Lender. If Borrower receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (aa "Non-Consenting Lender") If at refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any time: 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 Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender becomes (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrower pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a and Borrower or any also requires each other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Subject Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which that is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender to assign its Loans and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsCommitments. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. If a Lender (“Affected Lender”) (a) If sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its SOFR Loans at a suitable Lending Installation would violate any applicable Law or it is otherwise impossible for such Lender (or its Lending Installation) to make, maintain or fund its SOFR Loans and so notifies the Administrative Agent, (c) is a Revolving Credit Declining Lender or a Non-Consenting Lender or (d) is a Defaulting Lender, the Borrower may on or after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender (in the case of clause (b) above) or at any time: time prior to such Revolving Credit Declining Lender’s Termination Date (iin the case of clause (c) above) or at any time after the date that it is determined that such Lender becomes is a Non-Consenting Lender (as defined in paragraph the case of clause (c) belowabove) or after it is reasonably determined by the Administrative Agent (or the Borrower); or , and the Administrative Agent has notified the Borrower (ii) or the Borrower has notified the Administrative Agent), that such Lender is a Borrower or any other Security Party becomes obliged Defaulting Lender (in the absence case of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to clause (d) above) (and such Lender shallhas not ceased to be a Defaulting Lender) transfer pursuant to Clause 27 all (notify the Administrative Agent and not part only) of its rights and obligations under this Agreement to such Affected Lender that a Replacement Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected designated by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation Borrower in the outstanding Advances notice has agreed to replace such Lender with respect to its Revolving Credit Commitment and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. Revolving Credit Loans, provided that (bi) The replacement of a any Replacement Lender pursuant to this Clause 3.5 shall be subject to the following conditions: approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed); (ii) any Replacement Lender shall not constitute a Defaulting Lender at the time of such replacement; (iii) any assignment to a Replacement Lender shall be subject to Section 13.3; and (iv) the Borrower shall have paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Revolving Credit Commitment, Loans and interests in outstanding Facility Letters of Credit hereunder to the Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 (except as to any minimum amount requirements set forth therein) and shall receive, concurrently with such assignments, payment from such Replacement Lender of an amount equal to all outstanding amounts payable to such Affected Lender with respect to the Revolving Credit Facility, including without limitation the aggregate outstanding principal amount of the Loans held by such Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such assignment and any amounts payable under Section 3.4 with respect to any payment of any Term SOFR Ratable Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the case of an assignment by (i) a Revolving Credit Declining Lender under this Section 2.20, the Borrowers Replacement Lender that is the assignee of the Revolving Credit Declining Lender shall have no right agree at the time of such assignment to replace the extension to the Extension Date of the Revolving Credit Facility Termination Date with respect to the Revolving Credit Facility, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and (in its reasonable discretion) the Administrative Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after under this Section 2.20, the date Replacement Lender that is the Borrowers notify assignee of the Non-Consenting Lender and shall agree at the Agent time of its intent such assignment to replace the amendment, consent or waiver which such Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) has not consented to, which agreement shall be set forth in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant a written instrument delivered and satisfactory to the Finance Documents. Borrower and (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (iiits reasonable discretion) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”Administrative Agent.

Replacement of a Lender. (a) If at any timeIf: (i) any sum payable to any Lender becomes a Nonby an Obligor is required to be increased under Clause 13 (Tax Gross-Consenting Lender (as defined in paragraph (c) belowUp and Indemnities); or (ii) a any Lender claims indemnification from the Borrower under Clause 14 (Increased Costs), the Parent may, whilst the circumstance giving rise to the requirement for that increase or any other Security Party becomes obliged indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in each Loan or give the absence Agent notice of an Event of Default its intention to repay any amount replace that Lender in accordance with Clause 24 or paragraph (d) below. (b) On receipt of a notice referred to pay additional amounts pursuant in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to Clause 23 or Clause 25 to any Lender zero. (c) On the last day of each Interest Period which ends after the Parent has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent in excess of amounts payable to other Lenders generallythat notice), then the Borrowers Borrower shall repay that Lender’s participation in each Loan. (d) The Parent may, in the circumstances set out in paragraph (a) above, on 30 ten (10) Business Days’ prior written notice to consultation with the Agent and such the relevant Lender, replace such that Lender by requiring such that Lender to transfer (and such and, to the extent permitted by law, that Lender shallshall transfer) transfer pursuant to Clause 27 26 (Changes to the Parties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), Parent which confirms its willingness to assume and by its execution of a Transfer Certificate does not assume all the obligations of the transferring Lender in accordance with Clause 26 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring LenderParties) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the aggregate of: (i) the outstanding principal amount of such Lender’s Lenders’ participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trusteeeach Loan; (ii) neither the Agent nor any Lender shall have any obligation all accrued interest owing to the Borrowers to find a Replacement such Lender; (iii) in the event of a replacement of a Non-Consenting Lender Break Costs which would have been payable to such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a)11.3 (Break Costs) had the Borrower prepaid in full that Lender’s participation in the Loan on the date of the transfer; and (iv) in no event shall all other amounts payable to that Lender under the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any Finance Documents on the date of the fees received by such Lender pursuant to the Finance Documentstransfer. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) 35.3.1 If at any time: (i) time any Lender becomes an Increased Cost Lender, a Non-Funding Lender or a Non-Consenting Lender (each as defined below) then the Borrower may: (i) give the Agent at least 10 Business Days’ notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Relevant Loans. On the last day of each Interest Period which ends after the Borrower has given notice under this paragraph (ci) below(or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay all (but not part) of that Lender’s participation in the Loan, and following the final payment the Commitment of that Lender shall immediately be reduced to zero; or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 not less than 10 Business Days’ prior written notice to the Agent and such that Lender, replace such that Lender by requiring such Lender causing it to (and such that Lender shall) transfer pursuant to Clause 27 clause 23 (Changes to the Lenders) all (and but not part onlypart) of its rights and obligations under this Agreement to a new Lender or other bank, financial institution, trust, fund or other entity (a the “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Loans and all accrued interest and/or breakages costs interest, fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 35.3.2 The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Borrower shall have no right to replace the Agent or the Security TrusteeAgent; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find a Replacement Lender; (iii) in the event of a replacement of a an Increased Cost Lender, Non-Funding Lender or Non-Consenting Lender Lender, such replacement must take place no later than 30 10 days after the date on which the Borrowers notify Increased Cost Lender demanded payment of the relevant additional amounts or the date on which the relevant Lender became a Non-Funding Lender or a Non-Consenting Lender and (as the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(acase may be); and (iv) in no event shall the Lender replaced under this paragraph (b) Clause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) 35.3.3 For the purposes of this Clause 3.5, in the event that: 35.1.3 (i) Replacement of a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.):

Replacement of a Lender. In the event: (a) If at the Borrower is required to pay any time:Lender any additional amounts as a result of applying Section 11.1 or receives a notice as contemplated under Section 11.3; (ib) any Lender becomes shall become a Non-Consenting Lender (as defined in paragraph (c) below)Defaulting Lender; or (c) any Lender shall withhold its approval to a proposed consent under, waiver of or amendment to the Documents which is approved by the Majority Lenders (any such Lender being a "Non-Consenting Lender"); (any such Lender being a "Subject Lender"), the Borrower may, in its sole discretion (i) request the Agent to use reasonable efforts to obtain a replacement financial institution to acquire and assume all of the Subject Lender's Obligations and Individual Commitment Amount (a "Replacement Lender"); (ii) a Borrower request one or any other Security Party becomes obliged in more of the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generallyto acquire and assume all or part of the Subject Lender's Obligations and Individual Commitment Amount (there being no obligation on the other Lenders to do so); (iii) designate a Replacement Lender acceptable to the Agent, then acting reasonably, to acquire and assume all of the Borrowers may, Subject Lender's Obligations and Individual Commitment Amount; or (iv) elect to terminate the Individual Commitment Amount of the Subject Lender on 30 Business fifteen (15) Banking Days’ prior written ' notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 without terminating any or all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (Individual Commitment Amounts of any other than Lenders; provided that the Lender the Borrowers desire Borrower shall not be entitled to replace), which confirms its willingness to assume and by its execution of replace or repay a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Subject Lender pursuant to this Clause 3.5 Section 22.13 unless all Subject Lenders are being treated in an equivalent manner. Any such replacement, acquisition and assumption, designation or termination shall only be effective upon the Subject Lender receiving, as applicable, payment of, or the purchase price for, all outstanding principal amounts owing to the Subject Lender hereunder (and accrued and unpaid interest and fees thereon to the date of such event), or such lesser amount as may be agreed by the Subject Lender, and adequate provision, satisfactory to the Subject Lender (acting reasonably), being made for (w) payment at maturity of the face amount of Bankers' Acceptances outstanding hereunder which were accepted by the Subject Lender; (x) indemnification, cash collateralization or release of the Subject Lender from its obligations in respect of any outstanding Letters of Credit or Swingline Advances; (y) any costs, losses, premiums or expenses incurred by the Subject Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of LIBOR Based Loans outstanding hereunder; and (z) in any case, payment of all other amounts accrued to the date of such event which are owed to the Subject Lender hereunder. Any such acquisition and assumption by a Replacement Lender shall be subject made pursuant to and in accordance with the following conditions: (i) the Borrowers shall have no right to replace the Agent provisions of Section 20.2. Any such replacement or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement repayment of a Non-Consenting Lender such replacement must take place no later than 30 days shall only be permitted if, after doing so, the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the proposed consent, waiver or amendment will be approved in question requires accordance with the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”Documents.

Replacement of a Lender. If a Lender (“Affected Lender”) (a) If sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its Eurodollar Ratable Loans at a suitable Lending Installation would violate any applicable Law or it is otherwise impossible for such Lender (or its Lending Installation) to make, maintain or fund its Eurodollar Ratable Loans and so notifies the Administrative Agent pursuant to Section 3.3, (c) is a Revolving Credit Declining Lender or a Non-Consenting Lender or (d) is a Defaulting Lender, the Borrower may on or after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at any time: time prior to such Revolving Credit Declining Lender’s Termination Date (iin the case of clause (c) above) or at any time after the date that it is determined that such Lender becomes is a Non-Consenting Lender (as defined in paragraph the case of clause (c) below); or above) or after it is reasonably determined by the Administrative Agent, and the Administrative Agent has notified the Borrower, that such Lender is a Defaulting Lender (ii) a Borrower or any other Security Party becomes obliged in the absence case of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to clause (d) above) (and such Lender shallhas not ceased to be a Defaulting Lender) transfer pursuant to Clause 27 all (notify the Administrative Agent and not part only) of its rights and obligations under this Agreement to such Affected Lender that a Replacement Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected designated by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation Borrower in the outstanding Advances notice has agreed to replace such Lender with respect to its Revolving Credit Commitment and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. Revolving Credit Loans, provided that (bi) The replacement of a any Replacement Lender pursuant to this Clause 3.5 shall be subject to the following conditions: approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed); (ii) any Replacement Lender shall not constitute a Defaulting Lender at the time of such replacement; (iii) any assignment to a Replacement Lender shall be subject to Section 13.3; and (iv) the Borrower shall have paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Revolving Credit Commitment, Loans and interests in outstanding Facility Letters of Credit hereunder to the Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 (except as to any minimum amount requirements set forth therein) and shall receive, concurrently with such assignments, payment from such Replacement Lender of an amount equal to all outstanding amounts payable to such Affected Lender with respect to the Revolving Credit Facility, including without limitation the aggregate outstanding principal amount of the Loans held by such Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such assignment and any amounts payable under Section 3.4 with respect to any payment of any Eurodollar Ratable Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the case of an assignment by (i) a Revolving Credit Declining Lender under this Section 2.20, the Borrowers Replacement Lender that is the assignee of the Revolving Credit Declining Lender shall have no right agree at the time of such assignment to replace the extension to the Extension Date of the Revolving Credit Facility Termination Date with respect to the Revolving Credit Facility, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and (in its reasonable discretion) the Administrative Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after under this Section 2.20, the date Replacement Lender that is the Borrowers notify assignee of the Non-Consenting Lender and shall agree at the Agent time of its intent such assignment to replace the amendment, consent or waiver which such Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) has not consented to, which agreement shall be set forth in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant a written instrument delivered and satisfactory to the Finance Documents. Borrower and (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (iiits reasonable discretion) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”Administrative Agent.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes (an “Affected Lender”) makes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a demand upon the Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional Designated Borrower for amounts pursuant to Clause 23 Section 10.12 or Clause 25 Section 10.13 (and the payment of such amounts are, and are likely to any Lender continue to be, materially more onerous in excess the reasonable judgment of amounts payable the Borrower than with respect to the other Lenders generallyLenders), then the Borrowers Borrower may, on within 30 Business Days’ prior written days of receipt by the Borrower of such demand, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Lender, replace Affected Lender of its intention to cause such Lender by requiring such Affected Lender to (and such Lender shall) transfer pursuant to Clause 27 sell all (and not part only) of its rights Loans and obligations under this Agreement Commitments to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Assignee (a “Replacement Lender”) selected designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the BorrowersBorrower and no Lender may be replaced pursuant to this Section 3.9 if (i) such replacement conflicts with any applicable law or regulation, which is acceptable to the Agent with the consent (ii) any Event of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume Default shall have occurred and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal such replacement or (iii) prior to any such replacement, such Affected Lender shall have taken any necessary action under Section 10.12 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 10.12 or shall have waived its right to payment of the specific amounts that give rise or would give rise to such Replacement Notice (it being understood for sake of clarity that the Affected Lender shall be under no obligation to waive such rights to payment and that such Affected Lender, if it is replaced in accordance with this Section 3.9, shall be entitled to be reimbursed for all breakage losses in connection with such replacement). If the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in writing that the Replacement Lender is satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is an Eligible Assignee), then such Affected Lender shall, subject to the payment of any amounts due pursuant to Section 10.12, assign, in accordance with Section 13.3, all of its Commitments, Loans, Notes (if any), and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the replacement notice to such Replacement Lender; provided, however, that (A) such assignment shall be made using an Assignment and Assumption in the form of Exhibit A hereto and, to the extent not inconsistent therewith, otherwise on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender, (B) the purchase price paid by such Replacement Lender shall be in the amount of such Affected Lender’s Loans designated in the Replacement Notice, and/or its Percentage of outstanding principal amount Reimbursement Obligations, as applicable, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Section 10.12) owing to such Affected Lender hereunder and (C) the Borrower shall pay to the Affected Lender and the Administrative Agent all reasonable out-of-pocket expenses incurred by the Affected Lender and the Administrative Agent in connection with such assignment and assumption (including the processing fees described in Section 13.3). If the Administrative Agent fails to notify the Borrower within 30 days of its receipt of such Replacement Notice whether or not such Replacement Lender is satisfactory, then such Replacement Lender shall be deemed satisfactory to the Administrative Agent. Upon the effective date of an assignment described above, the Replacement Lender shall become a “Lender” for all purposes under the Loan Documents. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any assignment agreement necessary to effectuate any assignment of such Lender’s participation interests hereunder in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documentscircumstances contemplated by this section. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that any Lender (aany such Lender being a "Defaulting Lender") If at defaults (a "Funding Default") in its obligation to fund its participation in any time: Letter of Credit (a "Defaulted Participation") or to fund any Loan (a "Defaulted Loan") in accordance with the terms of this Agreement, then (i) during any Lender becomes a Non-Consenting Lender Default Period (as defined in paragraph below) with respect to such Defaulting Lender, such Defaulting Lender shall not be deemed a "Lender" for purposes of voting on any matters (cincluding the granting of any consents or waivers) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 respect to any Lender of the Loan Documents (provided, however, that nothing in excess of amounts payable to other Lenders generallythis clause (i) shall be construed as permitting, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with without the consent of the Majority relevant Defaulting Lender, a reduction in the principal amount of such Defaulting Lender's funded Loans or other outstanding funded Obligations, an increase in the amount of such Lender's Tranche A Commitment or Tranche B Commitment or participation in any Letters of Credit, a reduction or postponement of the due date of any amount funded by such Defaulting Lender and payable in respect of any Letter of Credit, an extension of the expiration date of any Letter of Credit beyond the Stated Maturity Date, or an extension of the Termination Date), (ii) to the extent permitted by applicable law, until such time as the Default Excess (as defined below) with respect to such Defaulting Lender shall have been reduced to zero, any payment of amounts with respect to the Loans and any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit shall be applied first, to amounts funded by Agents, Issuing Lenders or other Lenders (together with unpaid interest accrued thereon) in lieu of such amounts required to be funded by Defaulting Lenders and second, to the Loans or Letter of Credit participations, as the case may be, of other Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring any other Defaulting Lenders) as if such Defaulting Lender (including and any other Defaulting Lenders) had no Loans outstanding and the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount Loan Exposure of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Defaulting Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; were zero, (iii) such Defaulting Lender's Tranche A Commitment, Tranche A Loans and Pro Rata Shares with respect thereto shall be excluded for purposes of calculating the commitment fee in respect of any day during any Default Period with respect to such Defaulting Lender, such Defaulting Lender's Commitments, Loans and Pro Rata Shares with respect thereto shall be excluded for purposes of calculating the event letter of a replacement credit fees under subsection 3.2 in respect of a Non-Consenting any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender commitment fee or letter of credit fee with respect to such Defaulting Lender's Commitments in respect of any Default Period with respect to such Defaulting Lender, and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Utilization of Tranche A Commitments have consented to or agreed to such waiver or amendment, then and the Total Utilization of Tranche B Commitments as at any Lender who does not and continues not to consent or agree to such waiver or amendment date of determination shall be deemed a “Non-Consenting calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender”.

Replacement of a Lender. If (a) If a Lender sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2 or 3.5, (b) a Lender determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable Law and so notifies the Administrative Agent pursuant to Section 3.3, or (c) a Lender is a Declining Lender, the Borrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent's receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at any time: time prior to such Declining Lender's Termination Date (in the case of clause (c) above) notify the Administrative Agent and such Lender that an Additional Lender designated by the Borrower in the notice has agreed to replace such Lender, provided that (i) any New Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: approval of the Administrative Agent (iwhich approval shall not be unreasonably withheld) the Borrowers shall have no right to replace the Agent or the Security Trustee; and (ii) neither the Agent nor any Lender Borrower shall have paid any obligation amounts due pursuant to Section 3.1, 3.2 or 3.5 to the Borrowers Lender to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting be replaced on or before such replacement. The Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent to be replaced shall assign all of its intent Commitments and Loans and interests in outstanding Facility Letters of Credit hereunder to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Additional Lender pursuant to the Finance Documents. (c) For purposes procedures for assignments contained in Section 13.3 and shall receive, concurrently with such assignments, payment of this Clause 3.5an amount equal to all outstanding amounts payable to such assigning Lender hereunder, in including without limitation the event that: (i) a Borrower or aggregate outstanding principal amount of the Agent has requested Loans held by such Lender, all interest thereon to the Lenders date of the assignment, all accrued fees to give a consent in relation the date of such assignment and any amounts payable under Section 3.4 with respect to or to agree to a waiver or amendment any payment of any provisions Fixed Rate Loan resulting from such assignment. Such assigning Lender shall not be responsible for the payment to the Administrative Agent of the Finance Documents; (ii) fee provided for in Section 13.3.2, which fee shall be paid by such Additional Lender. In the consentcase of an assignment by a Declining Lender under this Section 2.20, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent Additional Lender that is the assignee of the Total Commitments have consented Declining Lender shall agree at the time of such assignment to or agreed the extension to such waiver or amendmentthe applicable Extension Date of the Commitment assigned to it, then any Lender who does not and continues not to consent or agree to such waiver or amendment which agreement shall be deemed set forth in a “Non-Consenting Lender”written instrument delivered and satisfactory to the Borrower and the Administrative Agent.

Replacement of a Lender. If(a) a Lender sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2 or 3.5, (b) a Lender determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable Law and so notifies the Administrative Agent pursuant toSection 3.3, or (c) a Lender is a Declining Lender under Section 2.17, theBorrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) If above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent's receipt of the notice from such Lender under Section 3.3 (in the case of clause (b)above) or at any time: time prior to the expiration or termination of such DecliningLender's Commitment (in the case of clause (c) above) notify the AdministrativeAgent and such Lender that an Additional Lender designated by the Borrower inthe notice has agreed to replace such lender, provided that (i) the Borrower shalldeliver satisfactory evidence to the Administrative Agent, at least fifteen Business Days prior to such replacement, that any proposed Additional Lender becomes that is a Non-Consenting New Lender is a Qualified Bank, and the Administrative Agent shall have approved such New Lender (as defined in paragraph (cwhich approval shall not be unreasonably withheld) below); or and (ii) a the Borrower shall have paid any amounts due pursuant to Section 3.1, 3.2 or any other Security Party becomes obliged 3.5 to the Lender to be replaced on or before such replacement. The Lender to be replaced shall assign all of its Commitments and Loans and interests in outstanding Facility Letters of Credit hereunder to the absence Additional Lender pursuant to the procedures for assignments contained in Section 13.3 and shall receive, concurrently with such assignments, payment of an Event of Default amount equal to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of all outstanding amounts payable to other Lenders generallysuch assigning Lender hereunder, then including without limitation the Borrowers may, on 30 Business Days’ prior written notice to aggregate outstanding principal amount of the Agent and Loans held by such Lender, replace all interest thereon to the date of the assignment, all accrued fees to the date of such assignment and any amounts payable under Section 3.4 with respect to any payment of any Fixed Rate Loan resulting from such assignment. Such assigning Lender shall not be responsible for the payment to the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by requiring such Additional Lender. In the case of an assignment by a Declining Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Section 2.20, the Additional Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by that is the Borrowers, which is acceptable to the Agent with the consent assignee of the Majority Lenders (other than the Declining Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable shall agree at the time of transfer equal such assignment to the outstanding principal amount extension to the applicable Extension Date of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant Commitment assigned to this Clause 3.5 it, which agreement shall be subject set forth in a written instrument delivered and satisfactory to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender Borrower and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsAdministrative Agent. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at Borrower is required pursuant to Section 3.12 or 3.14 to make any time: (i) additional payment to any Lender or if any Lender becomes a Non-Consenting Rate Affected Lender (any Lender so affected an "Affected Lender"), Borrower may elect, if such amounts continue to be charged or so long as defined in paragraph such Lender is a Rate Affected Lender, to AMENDED AND RESTATED CREDIT AGREEMENT (cCamden Property Trust) below); or (ii) PAGE 49 replace such Affected Lender as a Borrower Lender under this Agreement, provided that no Default or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent shall have occurred and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal such replacement, and provided further that, concurrently with such replacement, (a) an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the outstanding principal amount Affected Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such Lender’s participation date, and (b) Borrower shall pay to such Affected Lender in same day funds on the outstanding Advances and day of such replacement all accrued interest and/or breakages costs interest, fees and other amounts payable in relation thereto then accrued but unpaid to such Affected Lender by Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.12 and 3.14. If any Rate Affected Lender is replaced pursuant to this Section 3.16, such Lender shall repay to Borrower the Finance Documents. unused portion of the Initial Commitment Fee or the Extension Fee (if such replacement occurs during the extension period), such amount being determined by multiplying (a) the Initial Commitment Fee or the Extension Fee, as applicable, times (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: fraction (i) the Borrowers shall have no right to replace numerator of which is the Agent or number of whole months remaining until the Security Trustee; (ii) neither initial Termination Date or, if applicable, the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) number of months remaining in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender extension period and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consentdenominator of which is thirty-six (36) or if the replacement occurs during the extension period, waiver or amendment in question requires the approval of all Lenders; and twelve (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”12).

Replacement of a Lender. (a) If at any time: Notwithstanding anything contained herein to the contrary, if (i) any Lender becomes a Non-Consenting Lender Lender, but not all of the Lenders, who have Individual Commitments under the Credit Facility seeks additional compensation pursuant to Sections 8.2 or 8.3 (as defined in paragraph (c) belowthe “Affected Lender”); or , or (ii) a Borrower in connection with any proposed amendment, modification, termination, waiver or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance consent with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 respect to any Lender in excess of amounts payable to other Lenders generallythe provisions of this agreement that requires the consent of all of the Lenders, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent with the consent of the Majority Lenders (other than shall have been obtained but the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution consent of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount one or more of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. Lenders (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, or (iii) any Lender becomes a Defaulting Lender, then, in the case of each such Affected Lender, Non-Consenting Lender or Defaulting Lender (each, a “Terminated Lender”) the Borrower may, by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Accommodations and Individual Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of this Section 8.4 provided, however, that incumbent Xxxxxxx shall have the right to assume any such Accommodations and Individual Commitment in accordance with their Pro Rata Shares in priority to any Person which is not a Lender at the time that the Borrower provided the afore-mentioned notice to the Administrative Agent. The Replacement Lender or Replacement Lenders shall, in the aggregate, advance all (but not part) of the Terminated Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitment and obligations under the Credit Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Credit Facility (but in no event shall any other Lender or the Administrative Agent be obliged to do so). With respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Replacement Lender and the Individual Commitment and the obligations of such Replacement Lender under the Credit Facility and the rights and obligations of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Credit Facility shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Replacement Lenders under the Credit Facility) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitment and obligations and rights and obligations under each of the other Credit Documents to the extent they relate to the Credit Facility on a date mutually acceptable to the Replacement Lenders and the Borrower. On such date, each of the Replacement Lenders shall execute an instrument substantially in the form of Schedule C hereto and shall extend to the Borrower the Terminated Lender’s Pro Rata Share of such credit and shall prepay to the Terminated Lender the Accommodations of the Terminated Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Terminated Lender hereunder, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” in connection with the Credit Facility for purposes of this agreement and shall no longer have any obligations thereunder. In addition to the foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a Joinder Agreement (in the form set forth in Schedule C-2 hereto), which shall be executed and delivered by the Borrower and the Administrative Agent, and each such Replacement Lender shall be bound by the terms of the Credit Documents as a Lender. Upon the assumption of the Terminated Xxxxxx’s Individual Commitment as aforesaid by a Replacement Lender, Schedule A hereto shall be deemed to be amended to reflect the amended or new Individual Commitments of such Replacement Lenders under the Credit Facility pursuant to the respective amounts of such assumptions.

Replacement of a Lender. (a) If at any time: (i) Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Non(an “Increased-Consenting Cost Lender”) shall give notice to Borrower that such Lender (as defined is an Affected Lender or that such Lender is entitled to receive payments under Section 2.10, 2.11 or 2.12, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in paragraph (c) below)effect, and such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (ii) a then, with respect to each such Increased-Cost Lender, Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior by giving written notice to the Administrative Agent and any Increased Cost Lender of its election to do so, elect to cause such Lender, replace such Increased Cost Lender by requiring such Lender to (and such Increased Cost Lender shallhereby irrevocably agrees) transfer pursuant to Clause 27 all assign its outstanding Advances and its Commitments, if any, in full to one or more Eligible Assignees (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (each a “Replacement Lender”) selected by the Borrowers, which is acceptable to the Agent in accordance with the consent provisions of Section 9.02 and Borrower shall pay the Majority Lenders fees, if any, payable thereunder in connection with any such assignment; provided, (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations 1) on the same basis as date of such assignment, the transferring Lender) for a purchase price in cash payable at the time of transfer Replacement Lender shall pay to Increased Cost Lender an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances of, and all accrued interest and/or breakages costs on, all outstanding Advances of the Increased Cost Lender; and other (2) on the date of such assignment, Borrower shall pay any amounts payable in relation thereto under the Finance Documents. (b) The replacement of a to such Increased Cost Lender pursuant to this Clause 3.5 shall be subject Section 2.10(c), 2.11 or 2.12 or otherwise as if it were a prepayment. Upon the prepayment of all amounts owing to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Increased Cost Lender and the Agent termination of its intent such Increased Cost Lender’s Commitments, if any, such Increased Cost Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Increased Cost Lender to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event indemnification hereunder shall the Lender replaced under this paragraph (b) be required to pay or surrender survive as to such Replacement Lender any of the fees received by such Lender pursuant to the Finance DocumentsIncreased Cost Lender. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a the Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers Borrower may, on 30 15 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowersBorrower, which is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire Borrower desires to replacereplace)(such consent and approval not to be unreasonably withheld or delayed), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring LenderLxxxxx’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such LenderLxxxxx’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers Borrower shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify Borrower notifies the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a the Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders Lenders (A) whose Commitments aggregate more than 66.67% at least 66 2/3 percent of the Total Commitments, or (B) after the Term Loan has been made, the sum of whose Contributions in respect of the Term Loan and whose Revolving Credit Facility Commitments (or after the termination thereof, whose Contributions in respect of the Revolving Loan) aggregate at least 66 2/3 percent of the sum of (1) the Term Loan and (2) either the Total Commitments in respect of the Revolving Credit Facility or, after the termination of such Total Commitments in respect of the Revolving Credit Facility, the Revolving Loan at such time have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of a Lender. (a) If at any time: (i) any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender is a Defaulting Lender, a Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) a Borrower or any other Security Party becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally, then the Borrowers may, on 30 Business Days’ prior written notice to the Agent and such Affected Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrowers, which Company is acceptable to the Agent with the consent of the Majority Lenders (other than the Lender the Borrowers desire to replace), which confirms its willingness to assume and by its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 3.5 shall be subject to the following conditions: (i) the Borrowers shall have no right to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date the Borrowers notify the Non-Consenting Lender and the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay any additional amounts under subsection 2.7 or surrender to such Replacement a Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) For purposes of this Clause 3.5, in the event that: (i) a Borrower or the Agent has requested the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, either (i) requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or (ii) requires consent of Requisite Lenders, (any such Lender, a “Subject Lender”), so long as (1) Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (2) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (3), if applicable, the Subject Lender is unwilling or unable to withdraw the notice delivered to Company pursuant to subsection 2.8, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (A) Company has paid to the Lender giving such notice all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) through such date of replacement, (B) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (C) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled, and (D) in the event such Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders) the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.10 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent.