Common use of Replacement of a Lender Clause in Contracts

Replacement of a Lender. If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).

Replacement of a Lender. If (a) If (i) any Lender demands Affected Party requests compensation under Section 4.7(c2.10(a), 2.11(a), or 2.13 or any Lender ceases to make any Loans as a result of any condition described in Section 2.10(a), 2.11(a) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material2.13, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (cii) any Lender is becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, or then the Borrowers may, at their sole expense and effort, upon notice to the related Lender and the Administrative Agent, (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 10.03), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporatedaccepts such assignment); provided, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or that (iiA) paid to an account opened in the name of or for Borrowers shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not unreasonably be withheld, (B) and willing to replace the assignee shall not be an Affiliate of any Loan Party, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all outstanding Loans and L/C Obligations held funded or maintained by the affected Lender such Lender, together with all accrued Interest thereon and all accrued interest Fees and fees with respect thereto through other Obligations payable to them hereunder and under the date Loan Documents, from the assignee, (D) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c) 2.10(a), Section 2.11(a), or Section 4.7(d2.13 such assignment will result in a reduction in such compensation or payments and (E) 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 departure, waiver or amendment of the Loan Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrowers owing to such Lender relating to the Loans held by such Lender as of such termination date (without the payment of any fees); provided that in the case of any such termination of a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower Borrowers to require such assignment and delegation cease to exist. (b) Any Lender being replaced pursuant to clause (aSection 2.22(a) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding Loans. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans 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 Lender hereunder and the assigning Lender shall cease to applyconstitute a Lender hereunder with respect to such assigned Loans and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. 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 within three (3) Business Days of the date on which the 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 or Defaulting Lender. (c) In the event that the Borrowers or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto and the consent, waiver or amendment in question requires the agreement of the Supermajority Lenders, all affected Lenders or all the Lenders, in each case in accordance with the terms of Section 10.01 and the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.” For the avoidance of doubt, (iix) Non-Consenting Lender shall not include any Lender that abstains from voting on any consent, waiver or amendment if the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date vote of such assignmentLender would not be required in order for such consent, waiver or amendment to be approved pursuant to this Agreement, and (iiiy) such assignment will if the Administrative Agent is also a Lender, any failure of the Administrative Agent, acting in its capacity as Administrative Agent, to grant any consent, waiver or amendment shall not result in the Administrative Agent, acting in its capacity as a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming Lender, being deemed to be a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).

Replacement of a Lender. If (a) In the event any Lender demands compensation (any such Lender, a "DEFAULTING LENDER") (i) gives notice under Section 4.7(c2.9, 3.4 or 4.6.1, (ii) does not fund Revolving Credit Loans or Section 4.7(d) (which compensation is not demanded otherwise fails to pay over to the Administrative Agent or any other Lender any other amount required to be paid by all it hereunder within one Business Day of the Lenders date when due (unless the subject of a good faith dispute or unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(bterms hereof), (ciii) becomes subject to the control of an Official Body (other than normal and customary supervision), deemed insolvent by an Official Body or the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding, or (iv) becomes a Non-Consenting Lender pursuant to Section 10.1, then the Borrowers shall have the right at its option to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (x) receipt of such Lender's notice under Section 2.9, 3.4 or 4.6.1, (y) the date such Lender has failed to fund Revolving Credit Loans or otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due as contemplated in clause (ii) above, or (z) the date such Lender became subject to the control of an Official Body or any other event contemplated in clause (iii) or (iv) above occurs, as applicable; provided that the Borrowers shall also pay to such Lender at the time of such prepayment any amounts required under Section 4.6 and any accrued interest due on such amount and any related fees (except if a Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason result of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name operation of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) or (iii) above, in which event such Lender shall be entitled to receive accrued interest only and not entitled to receive payment of Section 2.1(b) proves to any fees); provided, however, that the Revolving Credit Commitment of such Lender shall be false), provided by one or more other of the remaining Lenders or, with the consent of or a replacement financial institution acceptable to the Administrative Agent; provided, one or more replacement financial institutions reasonably satisfactory further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent (if not already a Lender) and willing may only be replaced subject to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to 9.14 and provided that all Letters of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b)Credit have expired or been terminated or replaced.

Replacement of a Lender. If (a) If (i) any Lender demands Affected Party requests compensation under Section 4.7(c) 2.09(a), 2.10(a), or 2.12 or any Lender ceases to make any Loans as a result of any condition described in Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material2.09(a), 2.10(a), or 2.12, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (cii) any Lender is becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, or then the Borrowers may, at their sole expense and effort, upon notice to the related Lender and the Administrative Agent (dtogether with a copy of such notice posted to a Data Site), (x) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 10.03), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporatedaccepts such assignment); provided, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or that (iiA) paid to an account opened in the name of or for Borrowers shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (B) and willing to replace the assignee shall not be an Affiliate of any Loan Party, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all outstanding Loans and L/C Obligations held funded or maintained by the affected Lender such Lender, together with all accrued Interest thereon and all accrued interest Fees and fees with respect thereto through other Obligations payable to them hereunder and under the date Loan Documents, from the assignee, (D) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c2.09(a), 2.10(a), or 2.12 such assignment will result in a reduction in such compensation or payments and (E) 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 departure, waiver or Section 4.7(damendment of the Loan Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrowers owing to such Lender relating to the Loans held by such Lender as of such termination date; provided that in the case of any such termination of a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower Borrowers to require such assignment and delegation cease to exist. (b) Any Lender being replaced pursuant to clause (aSection 2.21(a) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding Loans. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans 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 Lender hereunder and the assigning Lender shall cease to apply, (ii) the Parent Borrower shall have paid constitute a Lender hereunder with respect to such affected assigned Loans and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the compensation that it is entitled to receive under Section 4.7 through Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 such assignment, the Non-Consenting Lender or Defaulting Lender. (iiic) such assignment will result in In the event that the Borrowers or the Administrative Agent has requested that the Lenders consent to a reduction in such compensation and (iv) in the case departure or waiver of any assignment resulting from provisions of the Loan Documents or agree to any amendment thereto and the consent, waiver or amendment in question requires the agreement of all affected Lenders or all the Lenders, in each case in accordance with the terms of Section 10.01 and the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a Lender becoming a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).”

Replacement of a Lender. If (a) If (i) any Lender demands Affected Party requests compensation under Section 4.7(c2.09(a), 2.10(a), or 2.12 or any Lender ceases to make any Loans as a result of any condition described in Section 2.09(a), 2.10(a) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material2.12, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (cii) any Lender is becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, or then the Borrowers may, at their sole expense and effort, upon notice to the related Lender and the Administrative Agent (dtogether with a copy of such notice posted to a Data Site), (x) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 10.03), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporatedaccepts such assignment); provided, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or that (iiA) paid to an account opened in the name of or for Borrowers shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (B) and willing to replace the assignee shall not be an Affiliate of any Loan Party, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all outstanding Loans and L/C Obligations held funded or maintained by the affected Lender such Lender, together with all accrued Interest thereon and all accrued interest Fees and fees with respect thereto through other Obligations payable to them hereunder and under the date Loan Documents, from the assignee, (D) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c) 2.09(a), Section 2.10(a), or Section 4.7(d2.12 such assignment will result in a reduction in such compensation or payments and (E) 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 departure, waiver or amendment of the Loan Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrowers owing to such Lender relating to the Loans held by such Lender as of such termination date; provided that in the case of any such termination of a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower Borrowers to require such assignment and delegation cease to exist. (b) Any Lender being replaced pursuant to clause (aSection 2.21(a) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding Loans. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans 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 Lender hereunder and the assigning Lender shall cease to apply, (ii) the Parent Borrower shall have paid constitute a Lender hereunder with respect to such affected assigned Loans and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the compensation that it is entitled to receive under Section 4.7 through Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 such assignment, the Non-Consenting Lender or Defaulting Lender. (iiic) such assignment will result in In the event that the Borrowers or the Administrative Agent has requested that the Lenders consent to a reduction in such compensation and (iv) in the case departure or waiver of any assignment resulting from provisions of the Loan Documents or agree to any amendment thereto and the consent, waiver or amendment in question requires the agreement of all affected Lenders or all the Lenders, in each case in accordance with the terms of Section 10.01 and the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a Lender becoming a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).”

Replacement of a Lender. If the Borrowers are required pursuant to Section 3.1, Section 3.2, or Section 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender so affected an “Affected Lender”), the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (a) any Lender demands compensation under Section 4.7(c) another bank or Section 4.7(d) (other entity which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Borrowers and the Administrative Agent (if not already a Lender) shall agree, as of such date, to purchase for cash the Advances and willing other Obligations due to replace such Lender, and such the Affected Lender shall execute and deliver pursuant to such replacement Lender an Assignment Agreement and Assumption with respect to such Lender’s entire interest become a Lender for all purposes under this Agreement for an amount equal and to assume all obligations of the principal balance of all Loans and L/C Obligations held by the affected Affected Lender and all accrued interest and fees with respect thereto through the date to be terminated as of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required date and to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance comply with the requirements of Section 13.7(b), 12.1 applicable to assignments and (b) the Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (i) all interest, fees, and other amounts then accrued but unpaid to such Affected Lender shall succeed by the Borrowers hereunder to all and including the date of termination, including, without limitation, payments due to such Affected Lender under Section 3.1, Section 3.2, and Section 3.5 and (ii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such Lender’s rights and duties replacement under this Agreement. If Section 3.4 had the Parent Borrower exercises its election under this Section 4.7(f) to replace a Loans of such Affected Lender (other been prepaid on such date rather than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable sold to the Administrative Agent under Section 13.7(b)replacement Lender.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender (aa “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 Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender demands compensation 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, and/or is unwilling to remedy its default upon five Business Days’ prior written notice to the Subject Lender and Administrative Agent, Company may either (x) with the consent of the Requisite Lenders, pay in full all outstanding principal, interest, fees and other amounts owed to any Non-Consenting Lender or (y) 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 Section 4.7(csubsections 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 Section 4.7(dsuch assignee, (3) (which compensation is not demanded by all of the Lenders requirements for such assignment contained in subsection 10.1B, including the consent of the same ClassAdministrative Agent (not to be unreasonably withheld or delayed) (if required) and the Parent Borrower deems 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 of such additional amounts to be materialsubject Lender) and other supporting documents, have been fulfilled, and (b4) in the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any event such Subject Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtainassignee shall consent, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date time of such assignment, provided that (i) a to each matter in respect of which such Subject Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans. For the avoidance of doubt, the applicable assignee shall have consented if a Lender is a Non-Consenting Lender solely because it refused to the applicable consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or consent. Upon waiver did not accordingly require the execution by such replacement Lender consent of such Assignment and Assumption and compliance with the requirements 100% of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting LenderLenders), the Parent Borrower shall pay the registration and processing fee payable Loans of such Non-Consenting Lender that are subject to the Administrative Agent under Section 13.7(b)assignments required by this subsection 2.9 shall include only those Loans 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 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) In the event any Lender demands (i) gives notice under Section 4.5, (ii) requests compensation under Section 4.7(c) 4.1, or Section 4.7(d) (which compensation is not demanded by all of requires the Lenders of Borrower to pay any additional amount to any Lender or any Governmental Body for the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation account of any Lender pursuant to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b)4.2, (ciii) any Lender is a Defaulting Lender Lender, (iv) becomes subject to the control of an Governmental Authority (other than normal and customary supervision), or (v) is a Non-Consenting LenderLender referred to in Section 9.2, or (d) then in any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when such event the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred at its sole expense, upon notice to such Lender and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article XIII), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 13.2; (if not already a Lenderii) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the outstanding principal balance of all its Loans and L/C Obligations held by the affected Lender Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.3) from the assignee (to the extent of such outstanding principal and accrued interest and fees with respect thereto through fees) or the date Borrower (in the case of all other amounts); (iii) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c4.1] or payments required to be made pursuant to Section 4.2, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) or Section 4.7(d) such assignment does not conflict with applicable Law. 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 the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender or requires compensation under Section 2.10, 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, or (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably withheld, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Lender, together with all accrued interest thereon and all accrued interest Fees, and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.19(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender’s applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) such assignment will result in the assignee Lender shall acquire all or a reduction in such compensation portion, as the case may be, of the assigning Xxxxxx’s Commitment and outstanding portion of the Advance and (ivB) all obligations of the Borrower owing to the assigning Lender relating to the Advance and Commitments so assigned shall be paid in full by the case of any assignment resulting from assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Lender becoming 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. In connection with any such replacement, if any such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (iiiii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).

Replacement of a Lender. If (a) If (i) any Lender demands Affected Party requests compensation under Section 4.7(c2.09(a), 2.10(a), or 2.12 or any Lender ceases to make any Loans as a result of any condition described in Section 2.09(a), 2.10(a) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material2.12, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (cii) any Lender is becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, or then the Borrowers may, at their sole expense and effort, upon notice to the related Lender and the Administrative Agent (dtogether with a copy of such notice posted to a Data Site), (x) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 10.03), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporatedaccepts such assignment); provided, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or that (iiA) paid to an account opened in the name of or for Borrowers shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (B) and willing to replace the assignee shall not be an Affiliate of any Loan Party, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all outstanding Loans and L/C Obligations held funded or maintained by the affected Lender such Lender, together with all accrued Interest thereon and all accrued interest Fees and fees with respect thereto through other Obligations payable to them hereunder and under the date Loan Documents, from the assignee, (D) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c) 2.09(a), Section 2.10(a), or Section 4.7(d2.12 such assignment will result in a reduction in such compensation or payments and (E) 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 departure, waiver or amendment of the Loan Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrowers owing to such Lender relating to the Loans held by such Lender as of such termination date; provided that in the case of any such termination of a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower Borrowers to require such assignment and delegation cease to exist. (b) Any Lender being replaced pursuant to clause (aSection 2.21(a) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding Loans. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans 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 Lender hereunder and the assigning Lender shall cease to apply, (ii) the Parent Borrower shall have paid constitute a Lender hereunder with respect to such affected assigned Loans and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the compensation that it is entitled to receive under Section 4.7 through Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 such assignment, the Non-Consenting Lender or Defaulting Lender. (iiic) such assignment will result in In the event that the Borrowers or the Administrative Agent has requested that the Lenders consent to a reduction in such compensation and (iv) in the case departure or waiver of any assignment resulting from provisions of the Loan Documents or agree to any amendment thereto and the consent, waiver or amendment in question requires the agreement of all affected Lenders or all the Lenders, in each case in accordance with the terms of Section 10.01 and the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a Lender becoming a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).”

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender or requests compensation under Section 2.10, 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, or (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably withheld, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Lender, together with all accrued interest thereon and all accrued interest Fees, and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.19(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender's applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) the assignee Lender shall 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 assigning Lender relating to 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 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 will result in a reduction in Lender. In connection with any such compensation and (iv) in the case of replacement, if any assignment resulting from a Lender becoming a such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender, a Non-Consenting Lender (as defined below) or a Non-Consensual Competitor 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 (including the Administrative Agent in its capacity as a Lender) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all 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 accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not unreasonably be withheld, (B) the assignee shall not be an Affiliate of any of the 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 (dy) any amount payable to any terminate the Commitment of such Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent repay all Obligations of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Borrower owing to such Lender relating to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and portion of the Advance held by such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date as of such assignmenttermination date, provided that without the payment of any penalty, fee or premium (i) a including the Prepayment Premium). A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.20(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender's applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) such assignment will result in the assignee Lender shall acquire all or a reduction in such compensation portion, as the case may be, of the assigning Lender's Commitment and outstanding portion of the Advance and (ivB) all obligations of the Borrower owing to the assigning Lender relating to the Advance and Commitments so assigned shall be paid in full by the case of any assignment resulting from assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Lender becoming hereunder and under each of the USActive 55323723.3 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. In connection with any such replacement, if any such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Non-Consensual Competitor Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Acceptance to such Non-Consenting Lender, Non-Consensual Competitor Lender or Defaulting Lender, then such Non-Consenting Lender, Non-Consensual Competitor 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, Non-Consensual Competitor Lender or Defaulting Lender.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender or requests compensation under Section 2.10 or Section 2.11, 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, or (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably withheld, conditioned or delayed, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Lender, together with all accrued interest thereon and all accrued interest Fees, and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.19(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender’s applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) such assignment will result in the assignee Lender shall acquire all or a reduction in such compensation portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (ivB) all obligations of the Borrower owing to the assigning Lender relating to the Advance and Commitments so assigned shall be paid in full by the case of any assignment resulting from assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Lender becoming 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. In connection with any such replacement, if any such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender or requests compensation under Section 2.10, 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, or (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably withheld, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Lender, together with all accrued interest thereon and all accrued interest Fees, and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.19(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender's applicable Commitment and outstanding portion of the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution Advance funded by such replacement Lender of Lender. Pursuant to such Assignment and Assumption and compliance with Acceptance, (A) the requirements of Section 13.7(b), such replacement assignee Lender shall succeed 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 all the assigning Lender relating to 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 Lender hereunder and under each of the Transaction Documents and the assigning Lender shall cease to constitute a Lender hereunder with respect to such Lender’s rights assigned portion of the Advance and duties Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assignment Lender. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a In connection with any such replacement, if any such Non- Consenting Lender (other than a or Defaulting Lender), the Parent Borrower shall pay the registration Lender does not execute and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender or requests compensation under Section 2.10 or Section 2.11, 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, or (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably withheld, conditioned or delayed, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Xxxxxx, together with all accrued interest thereon and all accrued interest Fees, and fees (D) in the case of any such |US-DOCS\148390876.14|| assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.19(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender's applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) such assignment will result in the assignee Lender shall acquire all or a reduction in such compensation portion, as the case may be, of the assigning Lender's Commitment and outstanding portion of the Advance and (ivB) all obligations of the Borrower owing to the assigning Lender relating to the Advance and Commitments so assigned shall be paid in full by the case of any assignment resulting from assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Lender becoming 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. In connection with any such replacement, if any such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, or then the Borrower may, at its sole expense and effort, upon not less than five (d5) any amount payable Business Days advance notice to any the Administrative Agent and (if different) the related Lender, (x) require such Lender by a Borrower established to assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Lender, together with all accrued interest thereon and all accrued interest Fees, and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.22(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender’s applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) such assignment will result in the assignee Lender shall acquire all or a reduction in such compensation portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (ivB) all obligations of the Borrower owing to the assigning Lender relating to the Advance and Commitments so assigned shall be paid in full by the case of any assignment resulting from assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Lender becoming 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. In connection with any such replacement, if any such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, or then the Borrower may, at its sole expense and effort, upon not less than five (d5) any amount payable Business Days advance notice to any the Administrative Agent and (if different) the related Lender, (x) require such Lender by a Borrower established to assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably be withheld, conditioned or delayed, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Lender, together with all accrued interest thereon and all accrued interest Fees, and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.22(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender’s applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) such assignment will result in the assignee Lender shall acquire all or a reduction in such compensation portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (ivB) all obligations of the Borrower owing to the assigning Lender relating to the Advance and Commitments so assigned shall be paid in full by the case of any assignment resulting from assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Lender becoming 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. In connection with any such replacement, if any such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender, a Non-Consenting Lender (as defined below) or a Non-Consenting Consensual Competitor Lender, or then the Borrower may, at its sole expense and effort, upon not less than five (d5) any amount payable Business Days advance notice to any the Administrative Agent and (if different) the related Lender, (x) require such Lender by (including the Administrative Agent in its capacity as a Borrower established Lender) to assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably be withheld, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Xxxxxx, together with all accrued interest thereon and all accrued interest and fees with respect thereto through the date of such assignmentFees, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (ivD) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendmentagreed to, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance shall be sufficient (together with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).all

Replacement of a Lender. If (a) any Lender demands compensation under Section 4.7(c) Company receives a statement of amounts due pursuant to subsection 2.7A or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is 2.8A from a Defaulting Lender or a Non-Consenting Lender becomes an Affected Lender (any such Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may"Subject Lender"), so long as (i) no Potential Event of Default or Event of Default has shall have occurred and is continuing, obtain, be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Parent Borrower’s expense (or at Subject Lender's Loans and assume the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more Subject Lender's Commitments and all other Lenders or, with the consent obligations of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Subject Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to applyhereunder, (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 Parent Borrower 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 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 such affected Lender Agent, and (3) all of the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) requirements for such assignment will result contained in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lendersubsection 10.1B, including, without limitation, the applicable assignee shall consent of Agent (if required) and the receipt by Agent of an executed Assignment Agreement and other supporting documents, have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b)been fulfilled.

Replacement of a Lender. If the Borrowers are required pursuant to Section 3.1, Section 3.2, or Section 3.5 to make any additional payment to any Lender or if any Lender's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender so affected an "Affected Lender"), the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (a) any Lender demands compensation under Section 4.7(c) another bank or Section 4.7(d) (other entity which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Borrowers and the Agent (if not already a Lender) shall agree, as of such date, to purchase for cash the Advances and willing other Obligations due to replace such Lender, and such the Affected Lender shall execute and deliver pursuant to such replacement Lender an Assignment Agreement and Assumption with respect to such Lender’s entire interest become a Lender for all purposes under this Agreement for an amount equal and to assume all obligations of the principal balance of all Loans and L/C Obligations held by the affected Affected Lender and all accrued interest and fees with respect thereto through the date to be terminated as of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required date and to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance comply with the requirements of Section 13.7(b), 12.3 applicable to assignments and (b) the Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (i) all interest, fees, and other amounts then accrued but unpaid to such Affected Lender shall succeed by the Borrowers hereunder to all and including the date of termination, including, without limitation, payments due to such Affected Lender under Section 3.1, Section 3.2, and Section 3.5 and (ii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such Lender’s rights and duties replacement under this Agreement. If Section 3.4 had the Parent Borrower exercises its election under this Section 4.7(f) to replace a Loans of such Affected Lender (other been prepaid on such date rather than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable sold to the Administrative Agent under Section 13.7(b)replacement Lender.

Replacement of a Lender. If Subject to the second and third paragraphs of this Section 11.5, if: (ai) any a Lender demands requests compensation under Section 4.7(cSections 11.1(a) and (b) or Section 4.7(d) (which compensation is not demanded by all 11.4 and other Lenders holding Commitments equal to at least one-third of the Lenders of the same ClassTotal Commitments shall not have made a similar request; (ii) and the Parent Borrower deems such additional amounts to be material, reserved; (biii) the obligation of any a Lender to make Eurocurrency Loans or maintain any Loan is SOFR Loans or to Convert Base Rate Loans into SOFR Loans shall be suspended under pursuant to Section 4.7(a11.6 in circumstances in which such obligations of other Lenders holding Commitments equal to at least one-third of all Commitments shall not have been suspended; (iv) a Lender becomes a Defaulting Lender; or Section 4.7(b), (cv) any Lender that is a Defaulting Lender not the Administrative Agent or an Affiliate of the Administrative Agent becomes a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement then so long as such condition occurs and is not, or will not be (when continuing the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being Administrative Agent (i) paid may replace such Lender (the “Affected Lender”), or accrued cause such Affected Lender to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdictionbe replaced, or (ii) paid to an account opened in upon the name written request of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative JurisdictionAGCO, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to shall replace such Affected Lender with an Eligible Assignee identified by AGCO (the “Replacement Lender”), by having such Affected Lender sell and such Lender shall execute assign all of its rights and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest obligations under this Agreement for an amount equal and the other Loan Documents to the principal balance of all Loans and L/C Obligations held by the affected Replacement Lender and all accrued interest and fees with respect thereto through the date of such assignment, pursuant to Section 10.6; provided that (i) in the case of any such assignment resulting from a Lender that demands claim for compensation under Section 4.7(c) 11.1 or Section 4.7(d) shall not be payments required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment be made pursuant to clause (a) above cease to applySection 11.4, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) 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 obligation of a Lender to make Eurocurrency Loans or SOFR Loans or to Convert Base Rate Loans into SOFR Loans pursuant to Section 11.6, such assignment will result in the revocation of such suspension, (iii) such assignment does not conflict with Applicable Law, and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee Replacement Lender shall have consented to the applicable amendment, waiver or consent; provided, however, that neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement Lender for the Borrowers (it being expressly agreed that in such circumstances it AGCO’s obligation to identify or locate a Replacement Lender). Upon the execution receipt by such replacement any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or AGCO is exercising the replacement right set forth in this Section, such Affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Loan Documents to the Replacement Lender pursuant to an Assignment and Assumption and compliance with Section 10.6 for a purchase price equal to the requirements sum of Section 13.7(b), such replacement Lender shall succeed to all the principal amount of such Affected Lender’s rights Loans so sold and duties under this Agreement. If assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b)assignment date.

Replacement of a Lender. If (a) If (i) any Lender demands Affected Party requests compensation under Section 4.7(c) 2.09(a), 2.10(a), or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material2.12, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (cii) any Lender is becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, or then the Borrowers may, at their sole expense and effort, upon notice to the related Lender and the Administrative Agent, (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 10.03), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporatedaccepts such assignment); provided, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or that (iiA) paid to an account opened in the name of or for Borrowers shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not unreasonably be withheld, (B) and willing to replace the assignee shall not be an Affiliate of any Loan Party, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all outstanding Loans and L/C Obligations held funded or maintained by the affected Lender such Lender, together with all accrued Interest thereon and all accrued interest Fees and fees with respect thereto through other Obligations payable to them hereunder and under the date Loan Documents, from the assignee (to the extent of such assignmentoutstanding principal and accrued Interest and Fees) or the Borrowers (in the case of all other amounts), provided that (iD) in the case of any such assignment resulting from a Lender that demands claim for compensation under Section 4.7(c) 2.09(a), Section 2.10(a), or Section 4.7(d2.12 such assignment will result in a reduction in such compensation or payments and (E) 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 departure, waiver or amendment of the Loan Documents or (y) repay all Obligations of the Borrowers owing to such Lender relating to the Loans held by such Lender as of such termination date; provided that in the case of any such termination of a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower Borrowers to require such assignment and delegation cease to exist. (b) Any Lender being replaced pursuant to clause (aSection 2.21(a) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s outstanding Loans. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s outstanding Loans and (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans 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 Lender hereunder and the assigning Lender shall cease to apply, (ii) the Parent Borrower shall have paid constitute a Lender hereunder with respect to such affected assigned Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the compensation that it is entitled to receive under Section 4.7 through Administrative Agent a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 such assignment, the Non-Consenting Lender or Defaulting Lender. (iiic) such assignment will result in In the event that the Borrowers or the Administrative Agent has requested that the Lenders consent to a reduction in such compensation and (iv) in the case departure or waiver of any assignment resulting from provisions of the Loan Documents or agree to any amendment thereto and the consent, waiver or amendment in question requires the agreement of all affected Lenders or all the Lenders, in each case in accordance with the terms of Section 10.01 and the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a Lender becoming a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).”

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Non‑Consenting Lender or requests compensation under Section 2.10, 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, or (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably withheld, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Lender, together with all accrued interest thereon and all accrued interest Fees, and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.19(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender's applicable Commitment and outstanding portion of the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution Advance funded by such replacement Lender of Lender. Pursuant to such Assignment and Assumption and compliance with Acceptance, (A) the requirements of Section 13.7(b), such replacement assignee Lender shall succeed 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 all the assigning Lender relating to 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 Lender hereunder and under each of the Transaction Documents and the assigning Lender shall cease to constitute a Lender hereunder with respect to such Lender’s rights assigned portion of the Advance and duties Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assignment Lender. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a In connection with any such replacement, if any such Non‑Consenting Lender (other than a or Defaulting Lender), the Parent Borrower shall pay the registration Lender does not execute and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. If In the event that (ai) any a Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be materialbecomes a Downgraded Lender, (bii) the obligation of any a Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b)becomes a Non- Extending Lender, (ciii) any a Lender is a Defaulting Lender or becomes a Non-Consenting Lender, (iv) a Lender requests compensation pursuant to Section 2.17 or 2.20, (v) a Lender's obligation to make LIBOR Loans has been suspended pursuant to Section 2.18 or (dvi) a Lender shall have defaulted in its obligation to make any amount payable Loan required to be made by it hereunder, the Borrower shall have the right to either (a) subject to compliance with Section 10.6(c) (including the requirement of at least 10 days' advance notice to the Rating Agencies), replace such Lender, in whole or in part, with a Person which would be an Eligible Assignee or (b) except in the case of clause (iii) above, terminate such Lender's Commitment, in whole, in each case by giving three Business Days prior written notice to the Administrative Agent and such Lender, specifying the effective date of such replacement or termination; provided, however, that, (x) in the case of clause (iii) above, all Non-Consenting Lenders with respect to any Specified Consent Request must be concurrently replaced in accordance with this Section 2.23 with replacement banks or financial institutions having aggregate Commitments equal to the aggregate Commitments of all such Non-Consenting Lenders, (y) no such replacement or termination shall be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender by shall have against the replaced or terminated Lender and (z) no Commitment shall be terminated pursuant to this Section 2.23 to the extent that, after giving effect to such termination, the sum of the Commitments of the remaining Lenders and the 364-Day Liquidity Commitments would be less than the sum of (a) the Credits Outstanding on such day and (b) the Interest Component of all Commercial Paper Notes outstanding on such day. In the event of the replacement of a Borrower established in France under this Agreement is notLender, such Lender agrees to assign, without recourse, its rights and obligations hereunder (or will not be (when a portion thereof, as the relevant corporate income tax is calculatedcase may be) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a replacement bank selected by the Borrower upon payment by the replacement bank to such Lender incorporatedof the principal amount of such Lender's outstanding Loans and any accrued and unpaid interest thereon, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accrued Facility Fee and any other amounts owed to such Lender (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, thenor, in each case, the Parent Borrower may, so long as no Default or Event pro rata portion thereof being acquired by the replacement bank) and to execute and deliver an Assignment and Acceptance evidencing such assignment. In the event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense termination of a Defaulting Lender, the Borrower shall, on the effective date thereof, pay to such Lender whose representation contained in clause the principal amount of such Lender's outstanding Loans and any accrued and unpaid interest thereon, accrued Facility Fees and any other amounts owed to such Lender. Prior to adding any replacement bank or financial institution as a Lender under this Section 2.23, the replacement bank shall have (iii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory paid to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Lender shall execute and deliver to an administrative fee for processing such replacement Lender an Assignment in the amount of $3,000 and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented delivered to the applicable amendment, waiver or consent. Upon Rating Agencies and each Commercial Paper Dealer such opinions of counsel as may be required by the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable Rating Agencies as to the Administrative Agent under Section 13.7(b)enforceability of this Agreement against such bank.

Replacement of a Lender. If ​ (a) If (i) any Lender demands Affected Party requests compensation under Section 4.7(c2.10(a), 2.11(a), or 2.13 or any Lender ceases to make any Loans as a result of any condition described in Section 2.10(a), 2.11(a) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material2.13, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (cii) any Lender is becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, or then the Borrowers may, at their sole expense and effort, upon notice to the related Lender and the Administrative Agent, (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 10.03), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporatedaccepts such assignment); provided, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or that (iiA) paid to an account opened in the name of or for Borrowers shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not unreasonably be withheld, (B) and willing to replace the assignee shall not be an Affiliate of any Loan Party, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all outstanding Loans and L/C Obligations held funded or maintained by the affected Lender such Lender, together with all accrued Interest thereon and all accrued interest Fees and fees with respect thereto through other Obligations payable to them hereunder and under the date Loan Documents, from the assignee, (D) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c) 2.10(a), Section 2.11(a), or Section 4.7(d2.13 such assignment will result in a reduction in such compensation or payments and (E) 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 departure, waiver or amendment of the Loan Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrowers owing to such Lender relating to the Loans held by such Lender as of such termination date (without the payment of any fees); provided that in the case of any such termination of a Non-Consenting Lender, such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower Borrowers to require such assignment and delegation cease to exist. (b) Any Lender being replaced pursuant to clause (aSection 2.22(a) above shall execute and deliver an Assignment and Acceptance with respect to such Lender’s applicable Commitment and outstanding Loans. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans 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 Lender hereunder and the assigning Lender shall cease to applyconstitute a Lender hereunder with respect to such assigned Loans and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. 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 within three (3) Business Days of the date on which the 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 or Defaulting Lender. ​ (c) In the event that the Borrowers or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto and the consent, waiver or amendment in question requires the agreement of the Supermajority Lenders, all affected Lenders or all the Lenders, in each case in accordance with the terms of Section 10.01 and the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.” For the avoidance of doubt, (iix) Non-Consenting Lender shall not include any Lender that abstains from voting on any consent, waiver or amendment if the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date vote of such assignmentLender would not be required in order for such consent, waiver or amendment to be approved pursuant to this Agreement, and (iiiy) such assignment will if the Administrative Agent is also a Lender, any failure of the Administrative Agent, acting in its capacity as Administrative Agent, to grant any consent, waiver or amendment shall not result in the Administrative Agent, acting in its capacity as a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming Lender, being deemed to be a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).​

Replacement of a Lender. If (a) any Lender demands compensation under Section 4.7(c) 4.7.3 or Section 4.7(d) 4.7.4 (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) 4.7.1 or Section 4.7(b)4.7.2, (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (iiiii) of Section 2.1(b) 2.1.3 proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) 4.7.3 or Section 4.7(d) 4.7.4 shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b)13.8.2, such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) 4.7.6 to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b)13.8.2.

Replacement of a Lender. If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders following events occur, either Administrative Agent (with the consent of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as if no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves not to be false), one or more other Lenders unreasonably withheld) or, if no Default or Event of Default has occurred and is continuing, Borrower (with the consent of the Administrative Agent, one not to be unreasonably withheld, such consent to be granted or more replacement financial institutions reasonably satisfactory denied as determined by Administrative Agent with no requirement for a vote of the Required Lenders) may, but neither shall be required to, upon notice to a Lender, require such Lender to assign and delegate, without recourse (in accordance with the assignment provisions otherwise applicable under this Agreement) all of its interests, rights, duties and obligations under the Loan Documents to a Lender, an Eligible Lender or a Xxxxxxxx Eligible Party that is willing to assume such obligations (provided that as to actions taken or omitted to be taken prior to the Administrative Agent effective date of such assignment, the provisions of the Loan Documents shall continue (if not already a Lenderas applicable) with respect to the assigning Lender (including, without limitation, all indemnification rights and willing to replace obligations accruing in favor of and owing by such Lender, assigning Lender for all such periods)) and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for be paid an amount equal to the outstanding principal balance of all Loans its interest in the Loan, accrued and L/C Obligations held by the affected Lender unpaid interest thereon, accrued and unpaid fees and all accrued interest other amounts then payable to it under this Agreement and fees the other Loan Documents: (a) Such Lender fails to timely fund its Percentage(or if a specific provision of this Agreement clearly provides for a larger portion (for example, under certain of the indemnity provisions of this Agreement), such larger portion) of any Borrowing, Extraordinary Expenses or any other amount due from such Lender under the terms of the Loan Documents or has notified Administrative Agent of its intention not to make such payment; (b) Such Lender has been deemed insolvent or is the subject of any bankruptcy, insolvency, receivership or custodianship or similar petition or proceeding under any state or federal law or regulation and the same shall not have been dismissed or discharged within sixty (60) days of the filing or other initiation thereof; (c) Such Lender refuses to consent to an amendment to or waiver of any Loan Document or provision thereof, which amendment or waiver requires a Consensus Vote in order to be effective; or (d) Such Lender is otherwise a Defaulting Lender. If any assignment pursuant to Section 9.10(c) is initiated the following must be completed concurrently with respect thereto through the date of such assignment, provided that : (i) each of the rights, duties and obligations of all other Lenders not consenting to the subject amendment or waiver must be similarly assigned to a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment ifLender, prior thereto, as a result of a waiver by such an Eligible Lender or otherwisea Xxxxxxxx Eligible Party willing to assume the same, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, and (ii) each such non-consenting Lender must be paid the Parent amounts otherwise described in this Section 9.10. The rights of Borrower shall have paid and Lender to such affected Lender initiate the compensation that it is entitled to receive under Section 4.7 through the date replacement of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace 9.10 shall not limit any obligation or duty on the part of a to-be-replaced Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable under this Agreement prior to the date such Lender is actually replaced and are in addition to and shall not replace or otherwise limit the rights or remedies of Administrative Agent under Section 13.7(b)or Borrower against such to-be-replaced Lender with respect thereto.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender, a Non-Consenting Lender (as defined below) or a Non-Consensual Competitor 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 (including the Administrative Agent in its capacity as a Lender) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all 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 accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not unreasonably be withheld, (B) the assignee shall not be an Affiliate of any of the 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 (dy) any amount payable to any terminate the Commitment of such Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent repay all Obligations of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Borrower owing to such Lender relating to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and portion of the Advance held by such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date as of such assignmenttermination date, provided that without the payment of any penalty, fee or premium (i) a including the Prepayment Premium). A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. USActive 55125247.5 86 (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.20(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender's applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) such assignment will result in the assignee Lender shall acquire all or a reduction in such compensation portion, as the case may be, of the assigning Lender's Commitment and outstanding portion of the Advance and (ivB) all obligations of the Borrower owing to the assigning Lender relating to the Advance and Commitments so assigned shall be paid in full by the case of any assignment resulting from assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Lender becoming 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. In connection with any such replacement, if any such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Non-Consensual Competitor Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Acceptance to such Non-Consenting Lender, Non-Consensual Competitor Lender or Defaulting Lender, then such Non-Consenting Lender, Non-Consensual Competitor 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, Non-Consensual Competitor Lender or Defaulting Lender.

Replacement of a Lender. If (a) In the event any Lender demands (i) gives notice under Section 3.4, (ii) requests compensation under Section 4.7(c) 4.7, or Section 4.7(d) (which compensation is not demanded by all of requires the Lenders of Borrower to pay any additional amount to any Lender or any Official Body for the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation account of any Lender pursuant to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b)4.8, (ciii) any Lender is a Defaulting Lender Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting LenderLender referred to in Section 10.1, or (d) then in any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when such event the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred at its sole expense, upon notice to such Lender and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.8), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.8; (if not already a Lenderii) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the outstanding principal balance of all its Loans and L/C Obligations held by the affected Lender Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees with respect thereto through fees) or the date Borrower (in the case of all other amounts); (iii) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c4.7.1 or payments required to be made pursuant to Section 4.8, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) or Section 4.7(d) such assignment does not conflict with applicable Law. 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 the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).

Replacement of a Lender. If (a) In the event any Lender demands (i) gives notice under Section 4.5, (ii) requests compensation under Section 4.7(c) 4.1, or Section 4.7(d) (which compensation is not demanded by all of requires the Lenders of Borrower to pay any additional amount to any Lender or any Governmental Body for the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation account of any Lender pursuant to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b)4.2, (ciii) any Lender is a Defaulting Lender Lender, (iv) becomes subject to the control of an Governmental Authority (other than normal and customary supervision), or (v) is a Non-Consenting LenderLender referred to in Section 9.2, or (d) then in any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when such event the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred at its sole expense, upon notice to such Lender and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article XIII, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 13.2; (if not already a Lenderii) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the outstanding principal balance of all its Loans and L/C Obligations held by the affected Lender Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.3) from the assignee (to the extent of such outstanding principal and accrued interest and fees with respect thereto through fees) or the date Borrower (in the case of all other amounts); (iii) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c4.1] or payments required to be made pursuant to Section 4.2, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) or Section 4.7(d) such assignment does not conflict with applicable Law. 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 the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c(other than BMO) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender or requests compensation under Section 2.10, 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, or (dx) any amount payable require such Lender to any Lender by a Borrower established assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory Agent with respect to the Administrative Agent (if any assignee that is not already a LenderLender hereunder, which consent shall not be unreasonably withheld, conditioned or delayed, (B) and willing to replace the assignee shall not be an Affiliate of any of the Borrower, the Manager or the Fund, (C) such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Xxxxxx, together with all accrued interest thereon and all accrued interest fees (if any), and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.19(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender’s applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) the assignee Lender shall 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 assigning Lender relating to 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 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 will result in a reduction in Lender. In connection with any such compensation and (iv) in the case of replacement, if any assignment resulting from a Lender becoming a such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. If (ai) Borrower is required pursuant to Section 2.19 or 2.21 to make any additional payment to any Lender, (ii) any Lender demands compensation under 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 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of 10.2 and the same Class) and has been approved by the Parent Borrower deems such additional amounts Required Lenders or all other affected Lenders (other than those Lenders replaced pursuant to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under this Section 4.7(a) or Section 4.7(b2.26), as applicable, pursuant to Section 10.2 or (ciii) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established described in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being clause (i) paid or accrued to a Lender incorporated), domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(bor clause (iii) proves to be falsebeing an "Affected Lender"), one the Borrower may elect, at its sole cost and expense, to replace the Revolving Commitment and/or Term Loans, as applicable, of such Affected Lender, provided that no Event of Default shall have occurred and be continuing at the time of such termination or more replacement, and provided further that, concurrently with such replacement, (y) another bank or other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably Person that is satisfactory to the Borrower and the Administrative Agent (if not already a Lender) shall agree, as of such date, to purchase for cash at par, the Revolving Credit Exposure and willing Term Loans of the Affected Lender pursuant to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect Acceptance and to such Lender’s entire interest become a Lender for all purposes under this Agreement for an amount equal and to assume all obligations of the principal balance of all Loans and L/C Obligations held by the affected Affected Lender and all accrued interest and fees with respect thereto through the date to be terminated as of such assignment, provided that (i) a Lender that demands compensation under date and to comply with the requirements of Section 4.7(c) or Section 4.7(d) shall not be required 10.4 applicable to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to applyassignments, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iiix) such assignment will result in a reduction in such compensation and does not conflict with applicable law, (ivy) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lenderclause (ii) of this Section 2.26, the applicable assignee replacement Lender shall have consented to the applicable amendment, waiver or consent. Upon , and (z) the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay to such Affected Lender in immediately available funds on the registration day of such replacement (A) all interest, fees and processing fee payable 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 Administrative Agent payment that would have been due to such Lender on the day of such replacement under Section 13.7(b)2.20 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing lender.

Replacement of a Lender. If (a) any Lender demands compensation under Section 4.7(c) 4.7.3 or Section 4.7(d) 4.7.4 (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) 4.7.1 or Section 4.7(b), 4.7.2 or (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s 's expense (or at the expense of a Defaulting Lender whose representation contained in clause (iiiii) of Section 2.1(b) 2.1.3 proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s 's entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) 4.7.3 or Section 4.7(d) 4.7.4 shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, assignment and (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consentcompensation. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b)13.8.2 hereof, such replacement Lender shall succeed to all of such Lender’s 's rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) 4.7.6 to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b)13.8.2.

Replacement of a Lender. If a Lender (“Affected Lender”) (a) any Lender demands compensation under sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 4.7(c) 3.1, 3.2, 3.4 or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material3.5, (b) the obligation 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 make, maintain or maintain any fund its Eurodollar Loan is suspended under and so notifies the Administrative Agent pursuant to Section 4.7(a) 3.3 or Section 4.7(b), (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto through the date of such assignment, provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee Borrower may within ninety (90) xxxxxx 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 after the date that it is determined that such Lender is a Non-Consenting Lender (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 outstanding Term Loans, provided that (i) any Replacement Lender shall be subject to the 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 consented paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the applicable amendmentAffected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, waiver or consent. Upon as applicable, its Term Loans hereunder to the execution 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 aggregate outstanding principal amount of the Loans held by such replacement Lender Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such Assignment assignment and Assumption and compliance any amounts payable under Section 3.4 with the requirements respect to any payment of Section 13.7(b), any Eurodollar Loan resulting from such replacement assignment. Such Affected Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If not be responsible for the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable 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 under this Section 13.7(b)2.20, the Replacement Lender that is the assignee of the Non-Consenting Lender shall agree at the time of such assignment to the amendment, consent or waiver which such Non-Consenting Lender has not consented to, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Administrative Agent.

Replacement of a Lender. (i) If (a) any Lender demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, requests reimbursement, payment or compensation under Section 2.10 or requires the Borrower to pay any Indemnified Taxes under Section 2.11, then the Borrower may, at its sole expense and effort, upon not less than five (d5) any amount payable Business Days advance notice to any the Administrative Agent and (if different) the related Lender, (x) require such Lender by a Borrower established to assign and delegate, without recourse (in France accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement is not, or will not to an assignee that shall assume such obligations (which assignee may be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to another Lender if a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or accepts such assignment); provided that (iiA) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative AgentAgent with respect to any assignee that is not already a Lender hereunder, one or more replacement financial institutions reasonably satisfactory to which consent shall not be unreasonably withheld and shall not be required if the Administrative Agent (if or any Affiliate thereof) is the Lender being replaced hereunder, (B) the assignee shall not already a Lenderbe an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) and willing to replace such Lender, and such assigning Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the principal balance of all Loans and L/C Obligations held outstanding Advances funded or maintained by the affected Lender such Lender, together with all accrued interest thereon and all accrued interest Fees, and fees (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 respect thereto through all other consenting Lenders) to cause the date adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such assignmentLender 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, provided that (i) a without the payment of any penalty, fee or premium. A Lender that demands compensation under Section 4.7(c) or Section 4.7(d) shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply, exist. (ii) the Parent Borrower Any Lender being replaced pursuant to Section 2.19(c)(i) above shall have paid execute and deliver an Assignment and Acceptance with respect to such affected Lender Lender’s applicable Commitment and outstanding portion of the compensation that it is entitled Advance funded by such Lender. Pursuant to receive under Section 4.7 through the date of such assignmentAssignment and Acceptance, (iiiA) such assignment will result in the assignee Lender shall acquire all or a reduction in such compensation portion, as the case may be, of the assigning Lender’s Commitment and outstanding portion of the Advance and (ivB) all obligations of the Borrower owing to the assigning Lender relating to the Advance and Commitments so assigned shall be paid in full by the case of any assignment resulting from assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance, the assignee Lender shall become a Lender becoming 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. In connection with any such replacement, if any such Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver Lender or consent. Upon the execution by such replacement Defaulting Lender of such Assignment does not execute and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable deliver to the Administrative Agent under Section 13.7(b)a duly executed Assignment and Acceptance reflecting such replacement within three (3) Business Days of the date on which the 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 or Defaulting Lender.

Replacement of a Lender. If (a) any Lender demands requests compensation under Section 4.7(c) 2.15, or Section 4.7(d) (which compensation if the Borrower is not demanded by all of required to pay any additional amount to any Lender or any Governmental Authority for the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation account of any Lender pursuant to make Section 2.17, or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) if any Lender is a Defaulting Lender or a Non-Consenting Lenderconsenting Lender (as defined below in this section), or then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (d) any amount payable in accordance with and subject to any Lender by a Borrower established the restrictions contained in France Section 8.04), all its interests, rights and obligations under this Agreement is notto an assignee that shall assume such obligations (which assignee may be another Lender, or will not be (when the relevant corporate income tax is calculated) treated as if a deductible charge or expense for French tax purposes for Lender accepts such assignment); provided that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for Borrower shall have received the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, with the prior written consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent which consent shall not unreasonably be withheld, (if not already a Lenderii) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption with respect to such Lender’s entire interest under this Agreement for have received payment of an amount equal to the outstanding principal balance of all its Loans and L/C Obligations held by the affected Lender participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees with respect thereto through fees) or the date Borrower (in the case of all other amounts), and (iii) in the case of any such assignment, provided that (i) assignment resulting from a Lender that demands claim for compensation under Section 4.7(c) 2.15 or payments required to be made pursuant to Section 4.7(d) 2.17, such assignment will result in a reduction in future compensation or payments under the applicable Section. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment pursuant to clause (a) above and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of this Agreement or to agree to any other modification thereto, (ii) the Parent Borrower shall have paid to such affected Lender consent, waiver or other modification in question requires the compensation that it is entitled to receive under Section 4.7 through the date agreement of such assignment, all Lenders and (iii) the Required Lenders have agreed to such assignment will result in consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a reduction in such compensation and “Non-consenting Lender”. In addition, each Rejecting Lender (iv) as defined in the case definition of any assignment resulting from a Lender becoming the term Maturity Date) shall be a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement consenting Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b)hereunder.

Replacement of a Lender. If (a) In the event any Lender demands or LC Issuer (i) gives notice under Section 3.01, (ii) requests compensation under Section 4.7(c) 3.02, or Section 4.7(d) (which compensation is not demanded by all of requires any Borrower to pay any additional amount to any Lender, LC Issuer or any Governmental Authority for the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation account of any Lender or LC Issuer pursuant to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b)3.03, (ciii) any Lender is a Defaulting Lender or (iv) is a Non-Consenting Lender referred to in Section 11.11, then in any such event the Borrowers may, at their sole expense, upon notice to such Lender or LC Issuer and the Agents, require such Lender or LC Issuer to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.05), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations, provided that: (A) the Borrowers shall have paid to the Applicable Agent the assignment fee specified in Section 11.05; (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, Revolving Facility LC Participations, Canadian LC Participations and Swing Loan Participations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.04 as though the assignment were a prepayment and Section 2.16(e)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (C) in the case of any such assignment resulting from a claim for compensation under Section 3.02(a) or payments required to be made pursuant to Section 3.03, such assignment will result in a reduction in such compensation or payments thereafter; (D) in the case of any such assignment resulting from the circumstances described in Section 2.16(b)(iv), the applicable Eligible Assignee shall consent, at the time of such assignment, to each matter in respect of which such terminated Lender was a Non-Consenting Lender, or ; and (dE) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will such assignment does not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (ii) of Section 2.1(b) proves to be false), one or more other Lenders or, conflict with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent (if not already a Lender) and willing to replace such Lender, and such Lender shall execute and deliver to such replacement Lender an Assignment and Assumption applicable Law. Solely with respect to such Lender’s entire interest under this Agreement for an amount equal to the principal balance of all Loans and L/C Obligations held by the affected Lender and all accrued interest and fees with respect thereto circumstances described in Section 2.16(b)(i) through the date of such assignment2.16(b)(iii), provided that (i) a Lender that demands compensation under Section 4.7(c) or Section 4.7(d) LC Issuer shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender Lender, LC Issuer or otherwise, the such circumstances entitling the Parent Borrower Borrowers to require such assignment pursuant to clause (a) above and delegation cease to apply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result . Nothing in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).this