Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 3.4 to pay any Indemnified Taxes or make any additional payment to any Lender or if any Governmental Authority for the account of any Lender, (b) any Lender’s Lender defaults in its obligation to make a Revolving Loan or continue, declines to approve an amendment or to convert Alternate Base Rate Advances into, Term SOFR Advances waiver that is approved by the Required Lenders or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is otherwise becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (ia) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par the Revolving Loans and other Obligations due to the Affected Lender under this Agreement and the Related Documents pursuant to an assignment substantially in the form of Exhibit C D and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 13.3 applicable to assignments, and (iib) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender3.4.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affectedsuch Lender, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) If at any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, time: (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (ci) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 9.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender so affectedin excess of amounts payable to the other Lenders generally, an then the Company may, on not less than five (5) Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement and the Finance Documents to a Lender or other bank, financial institution, trust, fund or other entity (a “Affected Replacement Lender”), ) selected by the Borrower Representative may electCompany (excluding a member of the Group and, if such entity is an Investor Affiliate, provided that such transfer shall be in accordance with Clause 28 (Restriction on Debt Purchase Transactions)) and which is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts continue payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 39.4 shall be charged subject to the following conditions: (i) the Company shall have no right to replace the Agent (in its capacity as Agent) or such suspension or status Security Agent (in its capacity as Security Agent); (ii) neither the Agent nor the Lender shall have any obligation to the Company to find a Defaulting Lender or Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender is still effectivesuch replacement must take place no later than 90 days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to replace any waiver or amendment to the Finance Documents requested by the Company; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Affected Replacement Lender as a any of the fees received by such Lender party pursuant 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 Finance Documents. (c) In the event that, concurrently with such replacement, : (i) another bank the Company or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances Agent (at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations request of the Affected Lender Company) has requested the Lenders to be terminated as give a consent in relation to, or to agree to a waiver or amendment of, any provisions of such date and to comply with the requirements of Section 12.2 applicable to assignments, and Finance Documents; (ii) the Borrowers and/or consent, waiver or amendment in question requires the assignee shall pay approval of all the Lenders; and (iii) the Super Majority Lenders have consented to or agreed to such Affected waiver or amendment, then any Lender in same day funds on the day of such replacement (A) all interest, fees who does not and other amounts then accrued but unpaid continues not to consent or agree to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be is suspended pursuant to Section 3.2(b) or 3.3, (c) or if any Lender is declines to approve an amendment or waiver approved by the Required Lenders but that otherwise requires unanimous consent of the Lenders, or if any Lender becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, upon such default or declination or if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement; provided, that the Borrower shall have elected to replace such Lender within 90 days of the date of the occurrence of the event or circumstance that gives rise to the right of the Borrower to elect to replace such Lender; provided further, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which that is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and B, to become a Lender for all purposes under this Agreement and Agreement, to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which that would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If Within forty-five days after: (ai) any receipt by the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to of written notice and demand from any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”)) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, the Borrower Representative may electmay, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effectiveat its option, to replace notify Agent and such Affected Lender as (or such non-consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender party (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender), which Replacement Lender shall be reasonably satisfactory to this AgreementAgent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such non-consenting Lender) shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of Borrower has reimbursed such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant for its increased costs for which it is entitled to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes reimbursement under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including through the date of termination, including without limitation payments due such sale and assignment. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such Affected replaced Lender under Sections 3.1of an Assignment evidencing an assignment pursuant to this Section 9.22, 3.2 and 3.5the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (B3) an amount, if any, equal to the payment which would have been due Business’ Days prior notice to such Lender on (unless notice is not practicable under the day circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replacement under Section 3.4 had the Loans of such Affected replaced Lender been prepaid on such date rather than sold to the replacement Lenderindemnification hereunder shall survive.

Replacement of Lender. If If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to receives notice from any Lender requesting increased costs or any Governmental Authority for the account of any Lenderadditional amounts under Section 4.3 or 4.6, (b) any Lender’s obligation to make Lender is affected in the manner described in Section 4.1 or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any a Lender is becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affectedLender, an “Affected Lender”)then in each case, the Borrower Representative may electshall have the right, if such amounts continue to be charged or such suspension or status so long as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing and unless, in the case of clause (a) above, such Lender has removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or agreed to waive and otherwise forego any right it may have to any payments provided for under Section 4.3 or 4.6 in respect of such conditions, to replace in its entirety such Lender (the “Replaced Lender”), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more other Eligible Assignee(s) (collectively, the “Replacement Lender”) acceptable to the Administrative Agent and the Issuer (which acceptance, in each case, shall not be unreasonably withheld); provided, however, that, at the time of such replacementany replacement pursuant to this Section 4.4, the Replaced Lender and the Replacement Lender shall enter into (each Replaced Lender hereby unconditionally agreeing to enter into) one or more Lender Assignment Agreements (appropriately completed), pursuant to which (A) the Replacement Lender shall acquire all of the Commitments and outstanding Revolving Loans of, and provided further thatparticipations in Letter of Credit Outstandings of, concurrently with such replacementthe Replaced Lender and, in connection therewith, shall pay (ix) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Replaced Lender in respect thereof an amount equal to the sum of (1) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (2) an amount equal to all accrued but theretofore unpaid fees owing to the Replaced Lender pursuant to Section 3.4 and (y) to the Issuer, an assignment substantially in the form of Exhibit C and amount equal to become a Lender for all purposes under this Agreement and to assume all obligations any portion of the Affected Replaced Lender’s funding of an unpaid drawing under a Letter of Credit as to which the Replaced Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender is then in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, default; and (B) an amountthe Borrower shall pay to the Replaced Lender any other amounts payable to the Replaced Lender under this Agreement (including amounts payable under Sections 4.3, 4.5 and 4.6 which have accrued to the date of such replacement). Upon the execution of the Lender Assignment Agreement(s), the payment to the Administrative Agent of the processing fee referred to in clause (a) of Section 10.9.1, the payment of the amounts referred to in the preceding sentence and, if anyso requested by the Replacement Lender in accordance with clause (b) of Section 10.9.1, equal delivery to the payment Replacement Lender of a Revolving Note executed by the Borrower, the Replacement Lender shall automatically become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which would have been due shall survive as to such Replaced Lender. It is understood and agreed that if any Replaced Lender on shall fail to enter into a Lender Assignment Agreement in accordance with the day of foregoing, it shall be deemed to have entered into such replacement under Section 3.4 had the Loans of such Affected a Lender been prepaid on such date rather than sold to the replacement LenderAssignment Agreement.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations (excluding the amounts payable by the Borrower pursuant to clause (ii) of this proviso) due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and or 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any a Borrower is required pursuant to Section 3.1, 3.2 3.2, 3.5 or 3.5 3.6 to pay any Indemnified Taxes or make any additional or increased payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender is becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative Company may elect, if such amounts continue to be charged charged, such suspension is still effective or such suspension or status as Lender remains a Defaulting Lender or Non-Consenting Lender is still effectiveLender, 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Company, the Agent and (if such Affected Lender is a Revolving Lender) JPMorgan in its capacity as LC Issuer shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.5 and 3.53.6, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more other assignees (each a “Replacement Lender”), reasonably acceptable to the Swing Line Lender and the Issuer, provided that (i) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) any Borrower is required pursuant to Section 3.1the Replaced Lender, 3.2 or 3.5 an amount equal to pay any Indemnified Taxes or make any additional payment the sum of (A) an amount equal to any Lender or any Governmental Authority for the account principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of any the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) any to the Issuer, an amount equal to such Replaced Lender’s obligation Commitment Percentage of all drawings (which at such time remain unpaid drawings) to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Lender is a Defaulting Lender or Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) any to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), to the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to Administrative Agent under this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at including, without limitation, an amount equal to the time of such replacementprincipal of, and provided further thatall accrued interest on, concurrently with such replacementall outstanding Loans of the Replaced Lender, (i) another bank or other entity a corresponding amount of which is an Eligible Assignee shall agree, as of such date, to purchase for cash was made available by the Advances at par and other Obligations due Administrative Agent to the Affected Lender Borrower pursuant to an assignment substantially in Section 3.1 and which has not been repaid to the form of Exhibit C and to become a Administrative Agent by such Replaced Lender for all purposes under this Agreement and to assume all obligations of or the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsBorrower, and (ii) all obligations of the Borrowers and/or Borrower owing to the assignee Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall pay be paid in full to such Affected Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in same day funds on the day of such replacement clauses (Ai) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (Bii) an amountof this Section 3.13, if anythe Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, equal except with respect to indemnification provisions under this Agreement that are intended to survive the payment which would have been due to such Lender on termination of the day Commitments and the repayment of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderLoans.

Replacement of Lender. If (ai) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (cii) any Lender is becomes insolvent and its assets become subject to a Defaulting Lender receiver, liquidator, trustee, custodian or other Person having similar powers, (diii) any Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (iv) any Lender defaults on its obligation to make available its Pro Rata Share of any Advance or to fund its Pro Rata Share of any unreimbursed payment as required by this Agreement (or such Lender has notified the Borrower and the Agent in writing that it does not intend to comply with is a Non-Consenting Lender obligations under this Agreement) (any Lender so affected, in clauses (i) through (iv) above being an “Affected Lender”), the Borrower Representative may elect, if such amounts continue elect to be charged terminate or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement unless the same shall be waived in connection with such termination or replacement, and provided further that, concurrently with such termination or replacement, (ia) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Outstanding Credit Exposure of such Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the such Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, (b) in the case of replacement, the replacement Lender shall pay to the Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all Outstanding Credit Exposure of such Affected Lender and (ii2) an amount equal to all accrued but unpaid fees owing to such Affected Lender under this Agreement, and, to the Borrowers and/or extent not paid by the assignee purchasing Lender, the Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (Ax) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (By) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Revolving 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, and (c) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest to an including the date of termination on, all Outstanding Credit Exposure of such Affected Lender plus (2) an amount equal to all accrued but unpaid fees to an including the date of termination owing to such Affected Lender under this Agreement plus (3) all amounts due to such Affected Lender under Sections 3.1, 3.2 and 3.5 and any amount due to such Affected Lender under Section 3.4.

Replacement of Lender. If (a) any Borrower is the Borrowers are required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19.5 or the Swing Line Lender pursuant to Section 2.4.4 or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative Company may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, ; provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, ; and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (x) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, or (z) any Lender shall have not consented to an Extension Request, the Borrower shall have the right at any time on the relevant Extension Date, in each case in accordance with the requirements of Section 11.7(b) and only if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuer, provided that (i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) any Borrower is required pursuant to Section 3.1the Replaced Lender, 3.2 or 3.5 an amount equal to pay any Indemnified Taxes or make any additional payment the sum of (A) an amount equal to any Lender or any Governmental Authority for the account principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of any the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) any to the Issuer, an amount equal to such Replaced Lender’s obligation Commitment Percentage of all drawings (which at such time remain unpaid drawings) to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Lender is a Defaulting Lender or Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) any to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), to the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to Administrative Agent under this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at including, without limitation, an amount equal to the time of such replacementprincipal of, and provided further thatall accrued interest on, concurrently with such replacementall outstanding Loans of the Replaced Lender, (i) another bank or other entity a corresponding amount of which is an Eligible Assignee shall agree, as of such date, to purchase for cash was made available by the Advances at par and other Obligations due Administrative Agent to the Affected Lender Borrower pursuant to an assignment substantially in Section 3.1 and which has not been repaid to the form of Exhibit C and to become a Administrative Agent by such Replaced Lender for all purposes under this Agreement and to assume all obligations of or the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsBorrower, and (ii) all obligations of the Borrowers and/or Borrower owing to the assignee Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall pay be paid in full to such Affected Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in same day funds on clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement that are intended to survive the termination of the Commitments and the repayment of the Loans. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of such replacement the Interest Period applicable thereto pursuant to clause (Ax) all interest, fees and other amounts then accrued but unpaid or (z) of this Section 3.13 shall be deemed to such Affected Lender constitute a prepayment by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day Borrower of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderEurodollar Advance.

Replacement of Lender. If Within forty-five days after: (ai) any receipt by the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, written notice and demand from (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (cA) any Lender is (an “Affected Lender”) for payment of additional costs as provided in Sections 11.1, 11.3 and/or 10.6 or that has become a Defaulting Lender or (dB) any Lender is a Non-Consenting Lender SPV or participant (any Lender so affected, an “Affected LenderSPV/Participant”) for payment of additional costs as provided in Section 10.9(f), unless the option or participation of such Affected SPV/Participant shall have been terminated prior to the exercise by the Borrower of their rights hereunder; or (ii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, the Borrower Representative may electmay, if such amounts continue to be charged at its option, notify (A) in the case of clause (i)(A) or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective(ii) above, to replace Agent and such Affected Lender (or such non-consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender), or (B) in the case of clause (i)(B) above, Agent, such Affected SPV/Participant, if known, and the applicable Lender (such Lender, a “Participating Lender”) that (1) granted to such Affected SPV/Participant the option to make all or any part of any Loan that such Participating Lender would otherwise be required to make hereunder or (2) sold to such Affected SPV/Participant a participation in or to all or a portion of its rights and obligations under the Loan Documents, of the Borrower’s intention to obtain, at the Borrower’s expense, a Replacement Lender for such Participating Lender, in each case, which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such non-consenting Lender) or Participating Lender, as a Lender party the case may be, shall sell and assign its Loans and Commitments to this Agreementsuch Replacement Lender, at par, provided that no Default the Borrower has reimbursed such Affected Lender or Unmatured Default shall have occurred and be continuing at Affected SPV/Participant, as applicable, for its increased costs for which it is entitled to reimbursement under this Agreement through the time date of such replacementsale and assignment, and provided further that, concurrently with such replacementin the case of a Participating Lender being replaced by a Replacement Lender, (ix) another bank all right, title and interest in and to the Obligations and Commitments so assigned to the Replacement Lender shall be assigned free and clear of all Liens or other entity which is an Eligible Assignee shall agree, as of such date, claims (including pursuant to purchase for cash the Advances at par and other Obligations due underlying option or participation granted or sold to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsSPV/Participant, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amountaffecting any rights, if any, equal of the Affected SPV/Participant to the payment which would have been due proceeds constituting the purchase price thereof) of the Affected SPV/Participant, and (y) to the extent required by the underlying option or participation documentation, such Participating Lender shall apply all or a portion of the proceeds received by it as a result of such assignment, as applicable, to terminate in full the option or participation of such Affected SPV/Participant. In the event that a replaced Lender does not execute an Assignment pursuant to Section 10.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 10.20 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 10.20, the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 10.20 and Section 10.9. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Defaulting Lender at any time with three (3) Business Days’ prior notice to such Lender on (unless notice is not practicable under the day circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 10.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replacement under Section 3.4 had the Loans of such Affected replaced Lender been prepaid on such date rather than sold to the replacement Lenderindemnification hereunder shall survive.

Replacement of Lender. If Within forty-five days after: (ai) any receipt by the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, written notice and demand from (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (cA) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6 or (B) any SPV or participant (an “Affected SPV/Participant”) for payment of additional costs as provided in Section 9.9(f), unless the option or participation of such Affected SPV/Participant shall have been terminated prior to the exercise by the Borrower of its rights hereunder; or (ii) any Lender constituting a Non-Funding Lender; or (iii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders (without giving effect to the requirements that there be at least two Lenders) have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, the Borrower Representative may electmay, if such amounts continue to be charged at its option, notify (A) in the case of clause (i)(A), (ii) or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective(iii) above, to replace Agent and such Affected Lender (or such non-consenting Lender or such Non-Funding Lender (so long as such Person still constitutes a Non-Funding Lender party at such time), as applicable) of the Borrower’s intention to this Agreementobtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such Non-Funding Lender or non-consenting Lender), or (B) in the case of clause (i)(B) above, Agent, such Affected SPV/Participant, if known, and the applicable Lender (such Lender, a “Participating Lender”) that (1) granted to such Affected SPV/Participant the option to make all or any part of any Loan that such Participating Lender would otherwise be required to make hereunder or (2) sold to such Affected SPV/Participant a participation in or to all or a portion of its rights and obligations under the Loan Documents, of the Borrower’s intention to obtain, at the Borrower’s expense, a Replacement Lender for such Participating Lender, in each case, which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such Non-Funding Lender or non-consenting Lender) or Participating Lender, as the case may be, shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that no Default the Borrower has reimbursed such Affected Lender or Unmatured Default shall have occurred and be continuing at Affected SPV/Participant, as applicable, for its increased costs for which it is entitled to reimbursement under this Agreement through the time date of such replacementsale and assignment, and provided further that, concurrently with such replacementin the case of a Participating Lender being replaced by a Replacement Lender, (ix) another bank all right, title and interest in and to the Obligations and Commitments so assigned to the Replacement Lender shall be assigned free and clear of all Liens or other entity which is an Eligible Assignee shall agree, as of such date, claims (including pursuant to purchase for cash the Advances at par and other Obligations due underlying option or participation granted or sold to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsSPV/Participant, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amountaffecting any rights, if any, equal of the Affected SPV/Participant to the payment which would have been due proceeds constituting the purchase price thereof) of the Affected SPV/Participant, and (y) to the extent required by the underlying option or participation documentation, such Participating Lender shall apply all or a portion of the proceeds received by it as a result of such assignment, as applicable, to terminate in full the option or participation of such Affected SPV/Participant. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 9.22, the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender on (unless notice is not practicable under the day circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replacement under Section 3.4 had the Loans of such Affected replaced Lender been prepaid on such date rather than sold to the replacement Lenderindemnification hereunder shall survive.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.33.3 or, if and for so long as (cand solely with respect to) any Lender is a Defaulting Lender or (d) any in each of the foregoing cases, such affected Lender is a Non-Consenting Lender (any Lender so affected, being an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged charged, such suspension is still effective or such suspension or status as Lender continues to be a Defaulting Lender or Non-Consenting Lender is still effectiveLender, 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations Loans due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) other than with respect to the replacement of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affectedsuch Lender, an “Affected Lender”), the Borrower Representative Borrower, at its sole expense and effort, upon notice to such Lender and the Agent, may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this AgreementAgreement (in accordance with and subject to the restrictions contained in Article XII), provided that 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower, the Agent and LC Issuer shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such an Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (ax) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (by) any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, or (cz) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative Borrowers may elect, if (in the case of clause (x) or (y) above) such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to terminate or replace the Commitment of such Affected Lender (as a defined below), or if (I) any Lender party invokes Section 9.2 or (II) any Lender has advised that it will not consent to any waiver or amendment of this AgreementAgreement that requires the approval of all the Lenders and upon the replacement of any such non-consenting Lender such approval shall be obtained (any Lender subject to any of the foregoing clauses (x), (y), (z), (I) or (II) being an “Affected Lender”), the Borrowers may elect to replace the Commitment of such Affected Lender; provided in each of the foregoing cases that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Advances at par and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an assignment Assignment and Assumption substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.1 applicable to assignments, and (ii) the Borrowers and/or the assignee each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such termination or replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers such Borrower hereunder to and including the date of terminationsuch replacement, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Advances and the amount of such Lender’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower would exceed the Borrower Sublimit of such Borrower.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If The Borrower shall have the right, in its sole discretion, at any time and from time to time to terminate the Commitment of any Lender (an "Affected Lender"), in whole, upon at least thirty (30) days' prior notice to the Administrative Agent and such Lender, (a) if such Lender has failed or refused to make available the full amount of any Revolving Loan as required by its Commitment hereunder, or (b) if such Lender has demanded that the Borrower is required make any additional payment to such Lender pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes 3.5, or make any additional payment to any Lender or any Governmental Authority for the account of any if such Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Eurodollar Advances or to make Eurocurrency Advances shall be has been suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (ai) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (bii) any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (ciii) any Lender is a Defaulting Lender or shall default in its obligation to fund Loans hereunder, (div) any Lender is shall become insolvent or the subject of a Non-Consenting bankruptcy or insolvency proceeding or (v) any Lender shall fail to consent to a departure or waiver of any provision of the Loan Documents or fail to agree to any amendment thereto, which waiver, consent or amendment requires the consent of all Lenders or of all Lenders directly affected thereby and has been consented to by the Required Lenders (any Lender so affecteddescribed in clause (i), (ii), (iii), (iv) or (v) being an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, (a) elect to replace such Affected Lender as a Lender party to this Agreement, ; provided that no Default or Unmatured Default the Borrower shall have occurred and be continuing at the time of such replacement, and provided further that, right only if (A) concurrently with such replacement, (i1) another bank or other entity (other than a Disqualified Institution) which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par Loans and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C D and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.1 applicable to assignments, and (ii2) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (Ax) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (By) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans or other Obligations of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, (B) in the case of clause (i) or (ii) above, such additional payments continue to be required or such suspension is still effective and will be reduced or negated by such assignment and (C) in the case of clause (iv) above, the applicable Assignee shall have agreed to the applicable departure, waiver or amendment of the Loan Documents or (b) terminate all Commitments of such Affected Lender and repay all Obligations of the Borrower owing to such Lender as of such termination date (including any amounts owing pursuant to Section 3.4 as a result of such repayment).

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to receives notice from any Lender requesting increased costs or any Governmental Authority for the account of any Lenderadditional amounts under Section 4.3 or 4.6, (b) any Lender’s obligation to make Lender is affected in the manner described in Section 4.1 or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any a Lender is becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affectedLender, an “Affected Lender”)then in each case, the Borrower Representative may electshall have the right, if such amounts continue to be charged or such suspension or status so long as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing and unless, in the case of clause (a) above, such Lender has removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or agreed to waive and otherwise forego any right it may have to any payments provided for under Section 4.3 or 4.6 in respect of such conditions, to replace in its entirety such Lender (the “Replaced Lender”), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more other Eligible Assignee(s) (collectively, the “Replacement Lender”) acceptable to the Administrative Agent and the Issuer (which acceptance, in each case, shall not be unreasonably withheld); provided, however, that, at the time of such replacementany replacement pursuant to this Section 4.4, the Replaced Lender and the Replacement Lender shall enter into (each Replaced Lender hereby unconditionally agreeing to enter into) one or more Lender Assignment Agreements (appropriately completed), pursuant to which (A) the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and provided further thatparticipations in Letter of Credit Outstandings of, concurrently with such replacementthe Replaced Lender and, in connection therewith, shall pay (ix) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Replaced Lender in respect thereof an amount equal to the sum of (1) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (2) an amount equal to all accrued but theretofore unpaid fees owing to the Replaced Lender pursuant to Section 3.4, (y) to the Issuer, an assignment substantially in the form of Exhibit C and amount equal to become a Lender for all purposes under this Agreement and to assume all obligations any portion of the Affected Replaced Lender’s funding of an unpaid drawing under a Letter of Credit as to which the Replaced Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, is then in default; and (iiz) to the Borrowers and/or Swingline Lender, an amount equal to any portion of the assignee shall pay to Replaced Lender’s obligations under Section 2.9 which has not been satisfied by such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, Replaced Lender; and (B) an amountthe Borrower shall pay to the Replaced Lender any other amounts payable to the Replaced Lender under this Agreement (including amounts payable under Sections 4.3, 4.5 and 4.6 which have accrued to the date of such replacement). Upon the execution of the Lender Assignment Agreement(s), the payment to the Administrative Agent of the processing fee referred to in clause (a) of Section 10.9.1, the payment of the amounts referred to in the preceding sentence and, if anyso requested by the Replacement Lender in accordance with clause (b) of Section 10.9.1, equal delivery to the payment Replacement Lender of a Revolving Note executed by the Borrower, the Replacement Lender shall automatically become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which would have been due shall survive as to such Replaced Lender. It is understood and agreed that if any Replaced Lender on shall fail to enter into a Lender Assignment Agreement in accordance with the day of foregoing, it shall be deemed to have entered into such replacement under Section 3.4 had the Loans of such Affected a Lender been prepaid on such date rather than sold to the replacement LenderAssignment Agreement.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section SECTION 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender SECTION 3.3 (any Lender so affected, affected an “Affected Lender”"AFFECTED LENDER"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided PROVIDED that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further PROVIDED FURTHER that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit EXHIBIT C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 SECTION 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections SECTIONS 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section SECTION 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is the Borrowers are required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19.5 or the Swing Line Lender pursuant to Section 2.4.4 or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative Company may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, ; provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, ; and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower ParentBorrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations (excluding the amounts payable by the Borrower pursuant to clause (ii) of this proviso) due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and or 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If Within one hundred eighty (a180) any days after: (i) receipt by the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to of written notice and demand from any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”)) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which the Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, the Borrower Representative may electmay, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effectiveat its option, to replace notify Agent and such Affected Lender (or such non-consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender), which Replacement Lender shall be reasonably satisfactory to Agent and shall be subject to any other consents that may be required in connection with a Sale pursuant to subsection 9.9(b)(A) (it being understood that no Person shall be eligible as a Replacement Lender party pursuant to this AgreementSection 9.22 unless such Person also was eligible to be an assignee Lender under subsection 9.9(b)). In the event the Borrower obtains a Replacement Lender within one hundred eighty (180) days following notice of its intention to do so, the Affected Lender (or such non-consenting Lender) shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of Borrower has reimbursed such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant for its increased costs for which it is entitled to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes reimbursement under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including through the date of termination, including without limitation payments due such sale and assignment. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such Affected replaced Lender under Sections 3.1of an Assignment evidencing an assignment pursuant to this Section 9.22, 3.2 and 3.5the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and (B) an amountany such Assignment so executed by the Borrower, if anythe Replacement Lender and Agent, equal to the payment which would have been due to such Lender on the day shall be effective for purposes of such replacement under this Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.9.22

Replacement of Lender. If Within forty-five days after: (ai) any receipt by the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, written notice and demand from (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (cA) any Lender is (an “Affected Lender”) for payment of additional costs as provided in Sections 11.1, 11.3 and/or 10.6 or that has become a Defaulting Lender or (dB) any Lender is a Non-Consenting Lender SPV or participant (any Lender so affected, an “Affected LenderSPV/Participant”) for payment of additional costs as provided in Section 10.9(f), unless the option or participation of such Affected SPV/Participant shall have been terminated prior to the exercise by the Borrower of its rights hereunder; or (ii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto or any failure by any Lender to accept any Extension Offer, the Borrower Representative may electmay, if such amounts continue to be charged at its option, notify (A) in the case of clause (i)(A) or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective(ii) above, to replace Agent and such Affected Lender (or such non-consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender), or (B) in the case of clause (i)(B) above, Agent, such Affected SPV/Participant, if known, and the applicable Lender (such Lender, a “Participating Lender”) that (1) granted to such Affected SPV/Participant the option to make all or any part of any Loan that such Participating Lender would otherwise be required to make hereunder or (2) sold to such Affected SPV/Participant a participation in or to all or a portion of its rights and obligations under the Loan Documents, of the Borrower’s intention to obtain, at the Borrower’s expense, a Replacement Lender for such Participating Lender, in each case, which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such non-consenting Lender) or Participating Lender, as a Lender party the case may be, shall sell and assign its Loans and Commitments to this Agreementsuch Replacement Lender, at par, provided that no Default the Borrower has reimbursed such Affected Lender or Unmatured Default shall have occurred and be continuing at Affected SPV/Participant, as applicable, for its increased costs for which it is entitled to reimbursement under this Agreement through the time date of such replacementsale and assignment, and provided further that, concurrently with such replacementin the case of a Participating Lender being replaced by a Replacement Lender, (ix) another bank all right, title and interest in and to the Obligations and Commitments so assigned to the Replacement Lender shall be assigned free and clear of all Liens or other entity which is an Eligible Assignee shall agree, as of such date, claims (including pursuant to purchase for cash the Advances at par and other Obligations due underlying option or participation granted or sold to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsSPV/Participant, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amountaffecting any rights, if any, equal of the Affected SPV/Participant to the payment which would have been due proceeds constituting the purchase price thereof) of the Affected SPV/Participant, and (y) to the extent required by the underlying option or participation documentation, such Participating Lender shall apply all or a portion of the proceeds received by it as a result of such assignment, as applicable, to terminate in full the option or participation of such Affected SPV/Participant. In the event that a replaced Lender does not execute an Assignment pursuant to Section 10.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 10.20 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 10.20, the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 10.20 and Section 10.9. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Defaulting Lender at any time with three (3) Business Days’ prior notice to such Lender on (unless notice is not practicable under the day circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 10.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replacement under Section 3.4 had the Loans of such Affected replaced Lender been prepaid on such date rather than sold to the replacement Lenderindemnification hereunder shall survive.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, 3.3 or (c) if any Lender is defaults in its obligation to make a Defaulting Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender otherwise becomes a Non-Consenting Defaulting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if the circumstances resulting in such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting being an Affected Lender is still effectivecontinue, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower, the Administrative Agent and the Swing Line Lender and which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, ; and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, or (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, or (c) if any Lender is defaults in its obligation to make a Defaulting Lender Loan, or (in the case of a Revolving Lender) to reimburse the LC Issuers pursuant to Section 2.19(e), or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders, or (e) if any Lender otherwise becomes a Non-Consenting Defaulting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if the circumstances resulting in such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting being an Affected Lender is still effectivecontinue, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent and, if the Affected Lender is a Revolving Lender, which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”), shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender (and a Term Lender and/or Revolving Lender, as applicable) for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, ; and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Affected Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”), the Borrower Representative Borrowers may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to terminate or replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Advances at par and other Obligations due to Revolving Credit Exposure of the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers such Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Advances and the amount of such Lender’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower would exceed the Borrower Sublimit of such Borrower.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to terminate or replace the Revolving Loan Commitment, Term Loan Commitment and Loans of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par Outstanding Revolving Credit Exposure and other Obligations due to Term Loans of the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus, to the extent not paid by the replacement Lender, the outstanding principal balance of such Affected Lender's Credit Extensions).

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency into Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if any of such amounts continue to be charged issue or such suspension or status as a Defaulting Lender or Non-Consenting Lender event is still effectivein effect, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, that concurrently with such replacement, (ia) another bank or other entity which is an Eligible Assignee (in each case, subject to any consent that would be required pursuant to Section 12.3(b) for an assignment to such Eligible Assignee) which does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (iib) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (Ai) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, but excluding any amount paid by the replacement lender under clause (a), and (Bii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to If any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (any as defined in paragraph (d) below), then the Borrowers may, on five (5) Business Days’ prior written notice to the Agent and such Lender, replace such Lender so affectedby requiring such Lender to (and, an to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution (a “Affected Replacement Lender”)) selected by the Borrowers, which confirms its willingness to assume and does assume all the Borrower Representative may elect, if such amounts continue obligations of the transferring Lender in accordance with Clause 25 (Changes to be charged or such suspension or status as the Lenders) for a Defaulting Lender or Non-Consenting Lender 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 purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such replacementLender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and provided further that, concurrently with such replacement, other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 36.3 shall be subject to the following conditions: (i) another bank or other entity which is an Eligible Assignee the Borrowers shall agree, as indemnify the Finance Parties in respect of such date, to purchase for cash all costs incurred by the Advances at par and other Obligations due to Finance Parties in connection with the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations replacement of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and Non-Consenting Lender; (ii) the Borrowers and/or shall have no right to replace the assignee Agent; (iii) neither the Agent nor the Lender shall have any obligation to the Borrowers to find a Replacement Lender; (iv) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than thirty (30) days after the date on which that Lender is deemed a Non-Consenting Lender; (v) in no event shall the Lender replaced under this Clause 36.3 be required to pay or surrender to such Affected Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (vi) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in same day funds on relation to that transfer. (c) A Lender shall perform the day checks described in paragraph (b)(vi) above as soon as reasonably practicable following delivery of such replacement a notice referred to in paragraph (Aa) above and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks. (d) In the event that: (i) an Obligor or the Agent (at the request of an Obligor) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all interestthe Lenders; and (iii) Lenders whose Commitments aggregate more than 66 2/3 per cent. of the Total Commitments (or, fees and other amounts then accrued but unpaid if the Total Commitments have been reduced to zero, aggregated more than 66 2/3 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such Affected waiver or amendment, then any Lender by the Borrowers hereunder who does not and continues not to and including the date of termination, including without limitation payments due consent or agree to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par Credit Extensions and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans Credit Extensions of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional or increased payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (d) any Lender is becomes a Non-Consenting Defaulting Lender (any Lender so affected, in clauses (a) through (d) above being an “Affected Lender”), ) the Borrower Representative may elect, if such amounts continue to be charged or such suspension is still effective or status as such Lender remains a Defaulting Lender or Non-Consenting Lender is still effectiveLender, to replace the Commitments of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided that any assignment resulting from a claim for compensation for payments under Section 3.5 will result in a reduction in such compensation or payments thereafter, and provided, further that, concurrently with such replacement, (i) another bank or other entity (other than any Ineligible Institution) which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent and the LC Issuers shall agree, as of such date, to purchase for cash the Advances at par outstanding Term Loans and other Obligations due to the Outstanding Revolving Credit Exposure of the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated replaced as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignmentsassignments (provided that no consent of the Affected Lender shall be required for such assignment), and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of terminationreplacement, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 replacement Lender.

Replacement of Lender. If any Lender becomes a Defaulting Lender, (ay) upon the occurrence of any Borrower is required pursuant event giving rise to the operation of Section 3.1, 3.2 8.03 or 3.5 to pay any Indemnified Taxes or make any additional payment 8.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs or other compensation in excess of those being generally charged by the other Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be 's obligations are suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender 8.02 or (dz) any in the case of a refusal by a Lender is to consent to a Non-Consenting Lender (any Lender so affectedproposed change, an “Affected Lender”waiver, discharge or termination with respect to this Agreement which has been approved by the Required Lenders as provided in Section 10.05(b), the Borrower Representative may electshall have the right, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effectiveno Default then exists, to replace such Affected Lender as (the "Replaced Lender") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacementreplacement (collectively, and the "Replacement Lender") reasonably acceptable to the Agent, provided further that, concurrently with such replacement, that (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender any replacement pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to Section 8.06 shall be terminated as of such date and required to comply with the requirements of Section 12.2 applicable 10.06(b) and at the time of any replacement pursuant to assignmentsthis Section 8.06, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 10.06(b) (and with all fees payable pursuant to said Section 10.06(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) all LC Reimbursement Obligations that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) all accrued, but theretofore unpaid fees owing to the Replaced Lender pursuant to Section 2.07, (y) the respective LC Issuing Bank an amount equal to such Replaced Lender's RL Percentage of any LC Reimbursement Obligation (which at such time remains an LC Reimbursement Obligation) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Lender and (z) the Swingline Lender an amount equal to such Replaced Lender's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) the Borrowers and/or the assignee shall pay to all obligations (including, without limitation, all such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amountamounts, if any, equal due and owing under Section 2.13) of the Borrower due and owing to the payment Replaced Lender (other than those specifically described in clause (i) above in respect of which would have been due the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the day of such replacement under Register by the Agent pursuant to Section 3.4 had 10.11 and, if so requested by the Loans of such Affected Lender been prepaid on such date rather than sold Replacement Lender, delivery to the replacement Replacement Lender of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.13, 7.06, 8.03, 8.04 and 10.03), which shall survive as to such Replaced Lender and (y) Schedule I hereto shall be deemed modified to reflect the changed Commitments (and/or outstanding Term Loans, as the case may be) resulting from the assignment from the Replaced Lender to the Replacement Lender.

Replacement of Lender. If (a) If (i) at any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to time any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (as defined in paragraph (c) below) or a Non-Funding Lender; (ii) an Obligor becomes required to repay any amount in accordance with Clause 9.1 (Illegality) or to pay additional amounts pursuant to Clause 17 (Increased Costs), Clause 16.2 (Tax Gross-up) or Clause 16.3 (Tax Indemnity) to any Lender; or (iii) any Lender so affectedinvokes Clause 14.3 (Market Disruption), an then the Company may, on five Business Days’ prior written notice to the Facility Agent and such Lender: (iv) replace such Lender by requiring such Lender to (and such Lender shall) assign or transfer pursuant to this Clause all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution or to a Fund or other entity (a “Affected Replacement Lender”), ) selected by the Borrower Representative may elect, if such amounts continue Company which confirms its willingness to be charged assume and does assume all the obligations of the assigning or such suspension transferring Lender (including the assumption of the assigning or status transferring Lender’s participations on the same basis as the assigning or transferring Lender) for a Defaulting Lender or Non-Consenting Lender 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 purchase price in cash payable at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank assignment or other entity which is an Eligible Assignee shall agree, as transfer equal to the outstanding principal amount of such dateLender’s participation in the outstanding Loans, to purchase for cash the Advances at par all accrued interest (and any Break Costs) and fees and other Obligations due amounts payable hereunder; or (v) prepay that Lender all but not part of its share in its outstanding Loans and all accrued interest and fees and other amounts payable to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes it under this Agreement and cancel that Lender’s Available Commitments. (b) The replacement of a Lender pursuant to assume all obligations this Clause shall be subject to the following conditions: (i) the Company shall have no right to replace the Facility Agent or Security Trustee; (ii) neither the Facility Agent nor any Lender shall have any obligation to the Company to find a Replacement Lender; and (iii) in no event shall the Lender replaced under this Clause be required to pay or surrender to such Replacement Lender any of the Affected fees received by such Lender pursuant to be terminated as the Finance Documents. (c) In the event that: (i) the Company or the Facility Agent (at the request of such date and the Company) has requested the Lenders to comply with consent to a waiver or amendment of any provisions of the requirements of Section 12.2 applicable to assignments, and Finance Documents; (ii) the Borrowers and/or waiver or amendment in question requires the assignee shall pay consent of all of the Lenders or all of a class of affected Lenders; (iii) if the waiver or amendment in question requires the consent of all of the Lenders, the Majority Lenders have consented to such Affected Lender waiver or amendment; and (iv) if the waiver or amendment in same day funds on question requires the day consent of such replacement all of a class of affected Lenders, Lenders whose Commitments aggregate more than 50% of the Commitments of Lenders in that class and not taking into account any Commitments in relation to which a prepayment or cancellation notice has been served in accordance with Clause 9 (AIllegality, Voluntary Prepayment and Cancellation) all interest, fees and other amounts then accrued but unpaid have consented to such Affected waiver or amendment, then any Lender by the Borrowers hereunder who refuses to and including the date of termination, including without limitation payments due agree to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement waiver or amendment shall be deemed a “Non‑Consenting Lender”.

Replacement of Lender. If (a) If at any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, time while there are at least two Lenders: (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (ci) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 13.1 (Illegality) or to pay additional amounts pursuant to Clause 21.1 (Increased Costs) or Clause 20.2 (Tax gross-up) to any Lender so affectedin excess of amounts payable to the other Lenders generally, an then the Company may, on 10 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Affected Replacement Lender”)) selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Borrower Representative may elect, if such amounts continue Finance Documents. (b) The replacement of a Lender pursuant to this Clause shall be charged subject to the following conditions: (i) the Company shall have no right to replace the Agent or such suspension or status as Security Trustee; (ii) neither the Agent nor the Lender shall have any obligation to the Company to find a Defaulting Lender or Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender is still effectivesuch replacement must take place no later than 20 Business Days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to replace any waiver or amendment to the Finance Documents requested by the Company; (iv) in the event of a replacement of a Non-Consenting Lender immediately following the transfer of a transferring Lender’s participations to the Replacement Lender, unanimous consent to the request for consent, waiver or amendment will be obtained; and (v) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Affected Replacement Lender as a any of the fees received by such Lender party pursuant 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 Finance Documents. (c) In the event that, concurrently with such replacement, : (i) another bank the Company or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances Agent (at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations request of the Affected Lender Company) has requested the Lenders to be terminated as give a consent in relation to, or to agree to a waiver or amendment of, any provisions of such date and to comply with the requirements of Section 12.2 applicable to assignments, and Finance Documents; (ii) the Borrowers and/or consent, waiver or amendment in question requires the assignee shall pay approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such Affected waiver or amendment, then any Lender in same day funds who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender” on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including date falling 10 Business Days after the date of terminationon which such consent, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderwaiver or amendment was requested.

Replacement of Lender. If (w) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (x) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, (y) any Lender shall have not consented to an Extension Request or (z) any Lender shall not have approved any other consent, waiver or amendment that (A) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.1 and (B) has been approved by the Required Lenders, the Borrower shall have the right at any time, in each case in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”); provided that (i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) any Borrower is required pursuant to Section 3.1the Replaced Lender, 3.2 or 3.5 an amount equal to pay any Indemnified Taxes or make any additional payment the sum of (A) an amount equal to any Lender or any Governmental Authority for the account principal of, and all accrued and unpaid interest on, all outstanding Loans and Swing Line Participation Amounts of any the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) any to each Issuer, an amount equal to such Replaced Lender’s obligation Commitment Percentage of all drawings on Letters of Credit issued by such Issuer (which at such time remain unpaid drawings) to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Lender is a Defaulting Lender or Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) any to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), to the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to Administrative Agent under this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at including, without limitation, an amount equal to the time of such replacementprincipal of, and provided further thatall accrued and unpaid interest on, concurrently with such replacementall outstanding Loans of the Replaced Lender, (i) another bank or other entity a corresponding amount of which is an Eligible Assignee shall agree, as of such date, to purchase for cash was made available by the Advances at par and other Obligations due Administrative Agent to the Affected Lender Borrower pursuant to an assignment substantially in Section 3.1 and which has not been repaid to the form of Exhibit C and to become a Administrative Agent by such Replaced Lender for all purposes under this Agreement and to assume all obligations of or the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsBorrower, and (ii) all obligations of the Borrowers and/or Borrower owing to the assignee Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall pay be paid in full to such Affected Replaced Lender concurrently with such replacement. Upon the execution and delivery of the respective Assignment and Assumptions and the payment of amounts referred to in same day funds on clauses (i) and (ii) of this Section 3.13, the day Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement that are intended to survive the termination of the Commitments and the repayment of the Loans which may be applicable to any such replacement (A) all interest, fees and other amounts then accrued but unpaid Replaced Lender prior to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation its replacement. Solely for the purpose of calculating break funding payments due to such Affected Lender under Sections 3.1, 3.2 and Section 3.5, and (B) an amount, if any, equal the assignment by any Replaced Lender of any Term SOFR Advance prior to the payment which would have been due to such Lender on the last day of such replacement under the Interest Period applicable thereto pursuant to clause (w) or (y) of this Section 3.4 had 3.13 shall be deemed to constitute a prepayment by the Loans Borrower of such Affected Lender been prepaid on such date rather than sold to the replacement LenderTerm SOFR Advance.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, Section 3.2 or Section 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.4 (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 15.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (Aa) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections under Section 3.1, Section 3.2 and Section 3.5, and (Bb) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”), the Borrower Representative Borrowers may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to terminate or replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Advances at par and other Obligations due to Revolving Credit Exposure of the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers such Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Xxxxxx’s Advances and the amount of such Xxxxxx’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Revolving Credit Exposure would exceed the Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower would exceed the Borrower Sublimit of such Borrower.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, If: (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (ci) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (as defined in paragraph (d) below); or (ii) the Company becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 13 (Increased Costs), Clause 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or (iii) any Lender so affectedbecomes a Defaulting Lender, an then the Company may, on fifteen (15) Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution or other entity (a “Affected Replacement Lender”)) selected by the Company, which confirms its willingness to assume and does assume all the Borrower Representative may elect, if such amounts continue obligations of the transferring Lender in accordance with Clause 21 (Changes to be charged or such suspension or status as the Lenders) for a Defaulting Lender or Non-Consenting Lender 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 purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such replacementLender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and provided further thatother amounts payable in relation thereto under the Finance Documents. On or after the delivery of the notice under this paragraph (a), concurrently the Company shall deliver a Transfer Certificate complying with Clause 21.5 (Procedure for transfers) and executed by the relevant Replacement Lender and any other related documentation to effect the transfer, which Transfer Certificate and any other related documentation to effect the transfer (if attached) shall be promptly (and by no later than the later of (i) 15 (fifteen) Business Days after delivery by the Company of such replacementnotice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation) executed by the relevant Lender subject to the replacement (the “Replaced Lender”) and returned to the Company and the Agent. Notwithstanding the requirements of Clause 21 (Changes to the Lenders) or any other provisions of the Finance Documents (save only for the conditions set out in paragraph (b) below, which continue to apply), if a Replaced Lender does not execute and return (as applicable) a Transfer Certificate and all other related documentation to effect the transfer as required by this paragraph (a) on or before the later of (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation and none of the conditions set out in paragraph (b) below remain to be satisfied in respect of that transfer, (i) another bank or other entity which is an Eligible Assignee the relevant Replaced Lender shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become be a Defaulting Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsFinance Documents, and (ii) the Borrowers and/or relevant transfer or transfers shall automatically and immediately be effected for all purposes under the assignee Finance Documents on payment of the applicable replacement amount to the Agent (for the account of the relevant Replaced Lender) (notwithstanding the failure to execute and return such documentation by the relevant Replaced Lender (a Failure)), (iii) the Agent may (and is authorised and required by each Finance Party to) execute, without requiring any further consent or action from any other party, a Transfer Certificate and any other related documentation to effect the transfer on behalf of the relevant Replaced Lender which is required to transfer its rights and obligations under this Agreement pursuant to this paragraph (a) which shall be effective for the purposes of Clause 21.5 (Procedure for transfers) and (iv) to the extent that any transfer purported to be automatically effected by this Clause is not effective, the relevant Replaced Lender shall indemnify and hold the Agent and each applicable Replacement Lender harmless against any loss or liability incurred by such person as result of the Failure and account to each applicable Replacement Lender for all applicable principal and accrued amounts of interest unless and until such transfer is effected. The Agent shall not be liable in any way for any action taken by it pursuant to this paragraph (a) and, for the avoidance of doubt, the provisions of Clause 24.9 (Exclusion of liability) shall apply in relation thereto. (b) The replacement of a Lender pursuant to this Clause 32.7 shall be subject to the following conditions: (i) the Company shall have no right to replace the Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 32.4 (Requirement to offer extension of Commitments to all Lenders) be required to pay or surrender to such Affected Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in same day funds on relation to that transfer. (c) A Lender shall perform the day checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of such replacement a notice referred to in paragraph (Aa) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all interestthe Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, fees and other amounts then accrued but unpaid if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented or agreed to such Affected waiver or amendment, then any Lender by the Borrowers hereunder who does not and continues not to and including the date of termination, including without limitation payments due consent or agree to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If (ai) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional or increased payment to any Lender or any Governmental Authority for the account of any Lender, (bii) any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (ciii) any Lender is a Defaulting Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (div) any Lender is becomes a Non-Consenting Defaulting Lender (any Lender so affected, in clauses (i) through (iv) above being an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged charged, such suspension is still effective or such suspension or status as Lender remains a Defaulting Lender or Non-Consenting Lender is still effectiveLender, to replace or, with the prior written consent of the Agent, the LC Issuers and the Required Lenders, terminate 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 termination or replacement, and provided further that, concurrently with such termination or replacement, (ia) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower, the Agent and the LC Issuers shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignmentsassignments (provided that no consent of the Affected Lender shall be required for such assignment and the Borrower shall pay the applicable assignment fee payable pursuant to Section 12.3.3(ii)), and (iib) in the Borrowers and/or case of replacement, the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A1) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, 3.5 and (B2) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderLender and (c) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest to and including the date of termination on all Outstanding Credit Exposure and the Term Loans, if any, of such Affected Lender plus (2) an amount equal to all accrued but unpaid fees to and including the date of termination owing to such Affected Lender under this Agreement plus (3) all amounts due to such Affected Lender under Sections 3.1, 3.2 and 3.5 and any amount due to such Affected Lender under Section 3.4.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) or if any Lender is a Defaulting Lender defaults in its obligations to extend Loans or (d) any Lender is a Non-Consenting Lender participate in Facility LCs hereunder (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may electelect to terminate or replace the Revolving Loan Commitment, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace Term Loan Commitment and Loans of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par Outstanding Revolving Credit Exposure and other Obligations due to Term Loans of the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus, to the extent not paid by the replacement Lender, the outstanding principal balance of such Affected Lender's Credit Extensions). The Administrative Agent shall record such payments made by the Borrower in accordance with Section 2.13.

Replacement of Lender. If (a) any Borrower is required pursuant Subject to Section 3.115.2, 3.2 or 3.5 to pay if any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for of the account following events occurs in respect of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an the “Affected Lender”): (a) the circumstances set forth in Sections 6.1, 6.3(a) or 6.4(a) apply to a Lender and such Lender, in reliance on such Section, makes a claim against the Borrower under any of those Sections; (b) a Revolving Lender refuses to agree to an extension of its Term Conversion Date pursuant to Section 5.2 in respect of its Revolving Commitment when Required Revolving Lenders have agreed to such extension of their respective Term Conversion Dates; or (c) a Lender elects not to participate in a Drawdown for a Hostile Acquisition in accordance with Section 2.8, unless, pursuant to Section 2.8(e), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or other Lenders fund the Non-Consenting Lender Funding Lender’s portion of the financing of the Hostile Acquisition which would otherwise have been funded by the Non-Funding Lender, the Borrower may, but need not, while the event is still effectivecontinuing: (d) prepay, to replace such Affected Lender as a Lender party to this Agreementwithout premium, provided that no Default penalty or Unmatured Default shall have occurred and be continuing at the time of such replacementbonus, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due all amounts owing to the Affected Lender pursuant and cancel any undrawn portion of the Affected Lender’s Commitments, including any undrawn portion resulting from such prepayment; or (e) prepay, without premium, penalty or bonus, any or all amounts owing to an assignment substantially in the form Affected Lender for the purpose of Exhibit C and substituting for such Lender a replacement lender who agrees to become a Lender for all purposes under this Agreement and who shall be entitled to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, Commitments equal to the payment which would have been due Affected Lender’s Commitments, provided, however, Bankers’ Acceptances and LIBOR Loans shall not be prepaid prior to such Lender on the day maturity thereof (unless the Lenders are indemnified for any costs or expenses incurred as a result of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderprepayment).

Replacement of Lender. If (ai) the Borrower becomes obligated to pay additional amounts to any Borrower is required Lender pursuant to Section 3.13.03, 3.2 3.04 or 3.5 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay any Indemnified Taxes or make any such additional payment amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any Lender or any Governmental Authority for amendment which requires the account consent of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 3.3, (c) any Lender is a Defaulting Lender 13.07 or (diii) any a Lender is a Non-Consenting Lender (any Lender so affectedinvokes the provisions of Section 4.02(e), an “Affected Lender”)in each case, the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) designate another bank or other entity which is an Eligible Assignee shall agree, as of reasonably acceptable to the Administrative Agents (such date, bank being herein called a "Replacement Lender") to purchase for cash all of the Advances at par Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other Obligations due fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the Affected Lender pursuant to an assignment substantially in provisions of this Agreement, survive the form termination of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations the repayment of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsNotes), and (ii) the Borrowers and/or the assignee Replacement Lender shall pay succeed to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees obligations and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderrights.

Replacement of Lender. If (a) any either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or Declining Lender, (d) any Lender is a NonDefaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-Consenting consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any Lender so affectedsubject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrower Representative Borrowers may electelect (i) in the case of the foregoing clauses (a), (b), (c), (d) or (e) (but only if such amounts continue additional payment continues to be charged or required, such suspension or status as continues to be effective, such Lender continues to be a Declining Lender, such Lender continues to be a Defaulting Lender or Non-Consenting the direct or indirect parent company of such Lender is still effectivecontinues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender as a Lender party to this Agreementand its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided that (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementtermination, (iB) another bank in the case of any replacement of an Affected Lender, one or more banks or other entity entities which is an Eligible Assignee are approved by the Borrowers, the Agent and each Issuing Bank (such approval not to be unreasonably withheld or delayed) shall agree, as of such date, to purchase for cash at face amount the Advances at par and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an assignment Assignment and Assumption substantially in the form of Exhibit C and to (and, if not already a Lender, shall become a Lender for all purposes under this Agreement Agreement) and to assume the Commitment (or the applicable portion thereof) and all obligations of the Affected Lender to be terminated as of the time of such date replacement and to comply with the requirements of Section 12.2 12.1 applicable to assignments, and (iiC) in the Borrowers and/or case of any termination or replacement of the assignee Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (A) B), all principal, interest, fees and other amounts (other than unasserted contingent indemnity obligations) then outstanding or accrued but unpaid to for the account of such Affected Lender by to the Borrowers hereunder to and including the date extent constituting Obligations of terminationsuch Borrower hereunder, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) and, except in the case of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold pursuant to Section 2.8. Notwithstanding the replacement Lenderforegoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to any increases thereof effected in accordance with the terms hereof) or (y) the Borrower Credit Exposure of either Borrower would exceed the Borrower Sublimit of such Borrower, in each case, giving effect to all prepayments of the Obligations to be made in connection therewith.

Replacement of Lender. If (a) If (i) at any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to time any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (as defined in paragraph (c) below) or a Non-Funding Lender; (ii) an Obligor becomes required to repay any amount in accordance with Clause 9.1 (Illegality) or to pay additional amounts pursuant to Clause 17 (Increased Costs), Clause 16.2 (Tax Gross-up) or Clause 16.3 (Tax Indemnity) to any Lender; or (iii) any Lender so affected, an “Affected Lender”invokes Clause 14.3 (Market Disruption), then the Borrower Representative may electCompany may, if on five Business Days’ prior written notice to the Facility Agent and such amounts continue Lender: (iv) replace such Lender by requiring such Lender to be charged (and such Lender shall) assign or such suspension or status as transfer pursuant to this Clause all (and not part only) of its rights and obligations under this Agreement to a Defaulting Lender or Non-Consenting other bank or financial institution or to a Fund or other entity (a Replacement Lender) selected by the Company which confirms its willingness to assume and does assume all the obligations of the assigning or transferring Lender is still effective, to replace such Affected Lender (including the assumption of the assigning or transferring Lender’s participations on the same basis as the assigning or transferring Lender) for a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing purchase price in cash payable at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank assignment or other entity which is an Eligible Assignee shall agree, as transfer equal to the outstanding principal amount of such dateLender’s participation in the outstanding Loans, to purchase for cash the Advances at par all accrued interest (and any Break Costs) and fees and other Obligations due amounts payable hereunder; or (v) prepay that Lender all but not part of its share in its outstanding Loans and all accrued interest and fees and other amounts payable to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes it under this Agreement and cancel that Lender’s Available Commitments. (b) The replacement of a Lender pursuant to assume all obligations this Clause shall be subject to the following conditions: (i) the Company shall have no right to replace the Facility Agent or Security Trustee; (ii) neither the Facility Agent nor any Lender shall have any obligation to the Company to find a Replacement Lender; and (iii) in no event shall the Lender replaced under this Clause be required to pay or surrender to such Replacement Lender any of the Affected fees received by such Lender pursuant to be terminated as the Finance Documents. (c) In the event that: (i) the Company or the Facility Agent (at the request of such date and the Company) has requested the Lenders to comply with consent to a waiver or amendment of any provisions of the requirements of Section 12.2 applicable to assignments, and Finance Documents; (ii) the Borrowers and/or waiver or amendment in question requires the assignee shall pay consent of all of the Lenders or all of a class of affected Lenders; (iii) if the waiver or amendment in question requires the consent of all of the Lenders, the Majority Lenders have consented to such Affected Lender waiver or amendment; and (iv) if the waiver or amendment in same day funds on question requires the day consent of such replacement all of a class of affected Lenders, Lenders whose Commitments aggregate more than 50% of the Commitments of Lenders in that class and not taking into account any Commitments in relation to which a prepayment or cancellation notice has been served in accordance with Clause 9 (AIllegality, Voluntary Prepayment and Cancellation) all interest, fees and other amounts then accrued but unpaid have consented to such Affected waiver or amendment, then any Lender by the Borrowers hereunder who refuses to and including the date of termination, including without limitation payments due agree to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional or increased payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (d) any Lender is becomes a Non-Consenting Defaulting Lender (any Lender so affected, in clauses (a) through (d) above being an “Affected Lender”), ) the Borrower Representative may elect, if such amounts continue to be charged or such suspension is still effective or status as such Lender remains a Defaulting Lender or Non-Consenting Lender is still effectiveLender, to replace the Commitments of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided that any assignment resulting from a claim for compensation for payments under Section 3.5 will result in a reduction in such compensation or payments thereafter, and provided, further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent and the LC Issuers shall agree, as of such date, to purchase for cash the Advances at par outstanding Term Loans and other Obligations due to the Outstanding Revolving Credit Exposure of the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated replaced as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignmentsassignments (provided that no consent of the Affected Lender shall be required for such assignment), and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of terminationreplacement, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be Loans is suspended pursuant to Section 3.3, 3.3 or (cb) any Lender is becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected as described in subclauses (a) or (b) an “Affected Lender”), the Borrower Representative may elect(but only, in the case of clause (a), if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, ) elect 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations Loans due to the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C A and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees interest and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including including, without limitation limitation, any payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that requires the consent of all Lenders or all Lenders directly affected thereby that is approved by the Required Lenders or otherwise becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent (any existing Lender being deemed acceptable) shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, elect 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due owing to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency into Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse any LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative Borrowers may elect, if such amounts continue to be charged so long as the condition, issue or such suspension or status as a Defaulting event permitting the replacement of the Affected Lender or Non-Consenting Lender is still effectivecontinues, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) any Eligible Assignee or another bank or other entity Person that is reasonably satisfactory to the Borrowers and the Administrative Agent and, to the Borrowers’ and the Administrative Agent’s reasonable satisfaction, which is an Eligible Assignee or other bank or Person does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations under this Agreement and the other Loan Documents due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) If at any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, time: (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (ci) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 8.1 (Illegality) or to pay additional amounts pursuant to Clause 14.1 (Increased Costs) or Clause 13.2 (Tax gross-up) to any Lender so affectedin excess of amounts payable to the other Lenders generally, an then the Company may, on 15 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Affected Replacement Lender”) selected by the Company, and which is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the Borrower Representative may electobligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or fees arising under Clause 12 (Fees), if such Break Costs and other amounts continue payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 35 shall be charged or such suspension or status as subject to the following conditions: (i) the Company shall have no right to replace the Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Company to find a Defaulting Lender or Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender is still effectivesuch replacement must take place no later than 60 days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to replace any waiver or amendment to the Finance Documents requested by the Company; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Affected Replacement Lender as a any of the fees received by such Lender party pursuant 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 Finance Documents. (c) In the event that, concurrently with such replacement, : (i) another bank the Company or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances Agent (at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations request of the Affected Lender Company) has requested the Lenders to be terminated as give a consent in relation to, or to agree to a waiver or amendment of, any provisions of such date and to comply with the requirements of Section 12.2 applicable to assignments, and Finance Documents; (ii) the Borrowers and/or consent, waiver or amendment in question requires the assignee shall pay approval of all the Lenders or Super Majority Lenders; and (iii) Lenders whose Commitments aggregate more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such Affected waiver or amendment, then any Lender in same day funds on the day of such replacement (A) all interest, fees who does not and other amounts then accrued but unpaid continues not to consent or agree to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to terminate or replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender's Advances and the amount of such Lender's funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrower may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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 provided, further, that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be is suspended pursuant to Section 3.2(b) or 3.3, (c) or if any Lender is declines to approve an amendment or waiver approved by the Required Lenders but that otherwise requires unanimous consent of the Lenders, or if any Lender becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, upon such default or declination or if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement; provided, that the Borrower shall have elected to replace such Lender within 90 days of the date of the occurrence of the event or circumstance that gives rise to the right of the Borrower to elect to replace such Lender; provided further, that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity that is reasonably satisfactory to the Borrower and the Administrative Agent and, to the Borrower’s and the Administrative Agent’s reasonable satisfaction, which other bank or entity does not suffer from and is an Eligible Assignee not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and B, to become a Lender for all purposes under this Agreement and Agreement, to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which that would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, 3.3 or (c) if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender is a Defaulting Declining Lender or (df) if any Lender is otherwise becomes a Non-Consenting Defaulting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if the circumstances resulting in such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting being an Affected Lender is still effectivecontinue, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower, the Co-Administrative Agents and which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and ; (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender; and (iii) in the case of an assignment by a Declining Lender under this Section 2.20, the Replacement Lender that is the assignee of the Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the Facility Termination Date, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Designated Agent.

Replacement of Lender. If In the event that (ai) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”), (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the Borrower Representative may electprovisions of this Agreement or any other Loan Document as contemplated by Section 10.2, if the consent of Required Lenders shall have been obtained but the consent of one or more of such amounts continue to be charged other Lenders (each a “Non-Consenting Lender”) whose consent is required has not been obtained or such suspension or status as (iii) any Lender is a Defaulting Lender or Lender; then, the Borrowers may elect to replace such Affected Lender, Non-Consenting Lender is still effective, to replace such Affected or Defaulting Lender (a “Terminated Lender”) as a Lender party to this Agreement, provided that that, with respect to the replacement of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementthe replacement of any Terminated Lender, (ix) another bank financial institution or other entity which is an Eligible Assignee reasonably satisfactory to the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Terminated Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Terminated Lender to be terminated as of such date and to comply with the requirements of Section 12.2 14.3 applicable to assignments, and (iiy) the Borrowers and/or the assignee shall pay to such Affected Terminated Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments that are due to such Affected Terminated Lender under pursuant to Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Terminated Lender been prepaid on such date rather than sold to the replacement Lender. The Lenders agree that a Terminated Lender will not be entitled to receive liquidated damages pursuant to Section 2.7 as a result of its assignment under this Section 2.22. A Lender 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 Borrowers to require such assignment cease to apply or, in the case of a Defaulting Lender, such Lender is no longer a Defaulting Lender.

Replacement of Lender. If Upon the occurrence of a Replacement Event, Company shall have the right, prior to the sixtieth (a60th) any Borrower is required pursuant day following the date of the event giving rise to Section 3.1, 3.2 such right and if no Potential Event of Default or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account Event of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effectiveDefault then exists, to replace such Affected Lender as (a Lender party "REPLACED LENDER") with one or more Eligible Assignees (collectively, the "REPLACEMENT LENDER") acceptable to this AgreementAdministrative Agent, provided that no Default or Unmatured Default shall have occurred and be continuing (i) -------- at the time of any replacement pursuant to this subsection 2.9 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such replacementsubsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the outstanding Loans and Commitments of, and provided further thatin each case participations in Letters of Credit and Swing Line Loans by, concurrently with such replacementthe Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (iB) another bank or other entity which is an Eligible Assignee shall agreeamount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, as of together with all then unpaid interest with respect thereto at such datetime and (C) an amount equal to all accrued, to purchase for cash the Advances at par and other Obligations due but theretofore unpaid, fees owing to the Affected Replaced Lender pursuant with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an assignment substantially in unpaid drawing) issued by it to the form extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of Exhibit C and any Refunded Swing Line Loans to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of extent such date and to comply with the requirements of Section 12.2 applicable to assignmentsamount was not theretofore funded by such Replaced Lender, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement all obligations (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to all such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amountamounts, if any, equal owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 2.1D, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which would by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender, and any other obligations or liabilities to Holdings or its Subsidiaries relating to such time in which Replaced Lender was a Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer reasonably satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Lender) have been due made with respect to such Lender on the day outstanding Letters of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderCredit.

Replacement of Lender. If at any time (a) any of the provisions of subsection 2.2(D)(2), subsection 2.2(D)(3), subsection 2.2(D)(3), subsection 2.7 or subsection 2.8 shall become applicable to and utilized by any Lender so as to cause Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes material amount to such Lender under any such subsection or make (b) any additional payment Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers or (c) the senior debt securities or long term deposits of a Lender are rated below "Baa-3" by Xxxxx'x Investor Services, Inc. or "BBB-" by Standard & Poor's Corporation, or (d) a Lender becomes a Nonconsenting Lender (as defined below in this subsection 2.12), the Borrower shall have the right to replace such Lender with another Person; provided that (i) such new Person shall be reasonably acceptable to the Agent and such new Person shall execute a Lender Addition Agreement, (ii) Borrower shall have no right to replace Xxxxxx, (iii) neither the Agent nor any Lender shall have any obligation to Borrower to find such other Person, and (iv) in the event of a replacement of a Nonconsenting Lender or a Lender utilizing the subsections described in clause (a) above, in order for Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall notify Borrower and the Agent of its failure to agree to any requested consent, waiver or other modification or (B) the Lender or any Governmental Authority demanded payment under one of the subsections described in clause (a) above, as applicable. Each Lender (other than Xxxxxx) agrees to its replacement at the option of the Borrower pursuant to this Section 2.12 and in accordance with Section 9; provided that the successor lender shall purchase without recourse such Lender's interest in the Obligations of the Borrower to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment fees accrued for the account of any such Lender, any breakage costs incurred by the selling Lender because of the prepayment of any LIBOR Loans, all other fees (bif any) applicable thereto and all other amounts (including any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”amounts under subsection 2.2(D)(2), the Borrower Representative may elect2.2(D)(3), if such amounts continue to be charged 2.2(D)(5), 2.2(D)(7), 2.7 or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts 2.8 then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due owing to such Lender on hereunder or under any other Loan Document and the day Loan Parties shall execute a release addressed to such Lender releasing such Lender from all claims arising in connection with the Loan Documents. In the event that (x) the Borrower or Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (y) the consent, waiver or other modification in question requires the agreement of all Lenders (or all Lenders holding Revolving Notes) in accordance with the terms of subsection 10.3 and (z) Lenders holding at least eighty percent (80%) of the Total Loan Commitment (or in the case of Lenders holding Revolving Notes, eighty percent (80%) of the Revolving Loan Commitments) have agreed to such replacement under Section 3.4 had the Loans of consent, waiver or other modification, then any Lender who does not agree to such Affected Lender been prepaid on such date rather than sold to the replacement consent, waiver or other modification shall be deemed a "Nonconsenting Lender".

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, or (b) any Lender’s Lender defaults in its obligation to make or continuea Loan, or (in the case of a Revolving Lender) to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended reimburse the LC Issuers pursuant to Section 3.32.19(e), (c) if any Lender declines to approve an amendment or waiver that is a Defaulting Lender approved by the Required Lenders, or (d) if any Lender is otherwise becomes a Non-Consenting Defaulting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if the circumstances resulting in such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting being an Affected Lender is still effectivecontinue, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent and, if the Affected Lender is a Revolving Lender, which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”), shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender (and a Term Lender and/or Revolving Lender, as applicable) for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, ; and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Affected Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (x) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, or (z) any Lender shall have not consented to an Extension Request, the Borrower shall have the right at any time on the relevant Extension Date, in each case in accordance with the requirements of Section 11.7(b) and only if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuer, provided that (i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) any Borrower is required pursuant to Section 3.1the Replaced Lender, 3.2 or 3.5 an amount equal to pay any Indemnified Taxes or make any additional payment the sum of (A) an amount equal to any Lender or any Governmental Authority for the account principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of any the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) any to the Issuer, an amount equal to such Replaced Lender’s obligation Commitment Percentage of all drawings (which at such time remain unpaid drawings) to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Lender is a Defaulting Lender or Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) any to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), to the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to Administrative Agent under this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at including, without limitation, an amount equal to the time of such replacementprincipal of, and provided further thatall accrued interest on, concurrently with such replacementall outstanding Loans of the Replaced Lender, (i) another bank or other entity a corresponding amount of which is an Eligible Assignee shall agree, as of such date, to purchase for cash was made available by the Advances at par and other Obligations due Administrative Agent to the Affected Lender Borrower pursuant to an assignment substantially in Section 3.1 and which has not been repaid to the form of Exhibit C and to become a Administrative Agent by such Replaced Lender for all purposes under this Agreement and to assume all obligations of or the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignmentsBorrower, and (ii) all obligations of the Borrowers and/or Borrower owing to the assignee Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall pay be paid in full to such Affected Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in same day funds on clauses (i) and (ii) of this Section 3.13, the day Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement that are intended to survive the termination of the Commitments and the repayment of the Loans which may be applicable to any such replacement (A) all interest, fees and other amounts then accrued but unpaid Replaced Lender prior to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation its replacement. Solely for the purpose of calculating break funding payments due to such Affected Lender under Sections 3.1, 3.2 and Section 3.5, and (B) an amount, if any, equal the assignment by any Replaced Lender of any Eurodollar Advance prior to the payment which would have been due to such Lender on the last day of such replacement under the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.4 had 3.13 shall be deemed to constitute a prepayment by the Loans Borrower of such Affected Lender been prepaid on such date rather than sold to the replacement LenderEurodollar Advance.

Replacement of Lender. If (ai) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (bii) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency into Eurodollar Advances shall be suspended pursuant to Section 3.3, 3.3 or (ciii) any Lender defaults in its obligation to make a Loan or to reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may electelect (in the case of clause (i) or (ii) above, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, ) to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (ix) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents (other than any such other Obligations paid by the Borrower in accordance with clause (y) below) pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (iiy) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all accrued and unpaid interest, fees and other amounts then accrued but unpaid due to such Affected Lender by the Borrowers Borrower hereunder to and including but excluding the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, If: (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (ci) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (as defined in paragraph (e) below); or (ii) any Lender so affectedhas become and continues to be a Defaulting Lender, an “Affected Lender”), then the Borrower Representative may electmay, if on five Business Days’ prior written notice to the Agent and such amounts continue Lender: (A) replace such Lender by requiring such Lender to be charged or (and, to the extent permitted by law, such suspension or status as Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Defaulting Lender or Non-Consenting Lender is still effectiveother bank, to replace such Affected Lender as a Lender party to this Agreementfinancial institution, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacementtrust, and provided further that, concurrently with such replacement, (i) another bank fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Replacement Lender”) selected by the Borrower, and which confirms (x) its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) and (y) (in the case of a Non-Consenting Lender) its consent or agreement to the waiver or amendment for a purchase price in cash payable at the time of transfer in an Eligible Assignee shall agree, as amount equal to the outstanding principal amount of such dateLender’s participation in the Loan and all accrued interest, to purchase for Break Costs and other costs, expenses or amounts payable in relation thereto under the Finance Documents; or (B) prepay in cash the Advances at par all (and not part only) of such Lender’s participation in the outstanding Utilisation, together with all accrued interest, Break Costs and other Obligations due costs, expenses or amounts payable in relation thereto under the Finance Documents (and such Lender shall not be obliged to comply with Clause 5.4 (Lenders’ participation) in respect of its Commitment) upon receipt of notice by such Lender). (b) For the Affected avoidance of doubt, until such time that the Lender’s Commitment and/or participation has been transferred and/or prepaid in full, that Lender’s Commitment and/or participation shall continue to be included for the purpose of calculation the Total Commitments or participations under the Facility when ascertaining (including retrospectively) whether any relevant percentage (including, for the avoidance of doubt, unanimity) or Total Commitments and/or participations has been obtained in respect of a request for a consent, waiver, amendment of or in relation to any of the terms of any Finance Documents or other vote of Lenders under the terms of this Agreement. (c) The replacement of a Lender pursuant to an assignment substantially this Clause 37.6 shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Agent or Security Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Borrower to find a Replacement Lender; (iii) in the form event of Exhibit C and to become a replacement of a Non-Consenting Lender for all purposes such replacement must take place no later than 30 days (in the case of transfer) or 15 days (in case of prepayment) after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in the event of a replacement of a Defaulting Lender such replacement must take place no later than 60 days (in the case of transfer) or 30 days (in the case of prepayment) after the date on which that Lender is deemed a Defaulting Lender; (v) in no event shall the Lender replaced under this Agreement and Clause 37.6 be required to assume all obligations pay or surrender to such Replacement Lender any of the Affected fees received by such Lender pursuant to the Finance Documents; (vi) any prepayment or repayment under this Clause 37.6 shall be terminated made solely from the proceeds of (x) New Shareholder Injection (other than any New Shareholder Injection made under Clause 22.2 (Financial condition) or (y) Cash held by the Borrower in respect of which it is able to make a lawful distribution under paragraph (g) of the definition of “Permitted Distribution” and which Cash is not reserved or set aside for a specified purpose (other than for Distribution or prepayment or repayment hereunder); and (vii) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it and the Agent are satisfied that they have complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations and internal policies in relation to that transfer and if the documentation in relation to that transfer is based on standard form LMA transfer documentation (and as otherwise prescribed by Clause 25 (Changes to the Lenders)). (d) A Lender shall perform the checks described in paragraph (c)(vii) above as soon as reasonably practicable following delivery of such date a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (e) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to comply with give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the requirements of Section 12.2 applicable to assignments, and Finance Documents; (ii) the Borrowers and/or consent, waiver or amendment in question requires the assignee shall pay approval of all the Lenders; and in the case of a consent, waiver or amendment requiring the approval of all the Lenders, Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such Affected waiver or amendment, then any Lender in same day funds on the day of such replacement (A) all interest, fees who does not and other amounts then accrued but unpaid continues not to consent or agree to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If (a) any either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or Declining Lender, (d) any Lender is a NonDefaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-Consenting consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any Lender so affectedsubject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrower Representative Borrowers may electelect (i) in the case of the foregoing clauses (a), (b), (c), (d) or (e) (but only if such amounts continue additional payment continues to be charged or required, such suspension or status as continues to be effective, such Lender continues to be a Declining Lender, such Lender continues to be a Defaulting Lender or Non-Consenting the direct or indirect parent company of such Lender is still effectivecontinues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender as a Lender party to this Agreementand its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided that (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementtermination, (iB) another bank in the case of any replacement of an Affected Lender, one or more banks or other entity entities which is an Eligible Assignee are approved by the Borrowers, the Agent and each Issuing Bank (such approval not to be unreasonably withheld or delayed) shall agree, as of such date, to purchase for cash at face amount the Advances at par and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an assignment Assignment and Assumption substantially in the form of Exhibit C and to (and, if not already a Lender, shall become a Lender for all purposes under this Agreement Agreement) and to assume the Commitment and all obligations of the Affected Lender to be terminated as of the time of such date replacement and to comply with the requirements of Section 12.2 12.1 applicable to assignments, and (iiC) in the Borrowers and/or case of any termination or replacement of the assignee Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (A) B), all principal, interest, fees and other amounts (other than unasserted contingent indemnity obligations) then outstanding or accrued but unpaid to for the account of such Affected Lender by to the Borrowers hereunder to and including the date extent constituting Obligations of terminationsuch Borrower hereunder, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) and, except in the case of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold pursuant to Section 2.8. Notwithstanding the replacement Lenderforegoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to any increases thereof effected in accordance with the terms hereof) or (y) the Borrower Credit Exposure of either Borrower would exceed the Borrower Sublimit of such Borrower, in each case, giving effect to all prepayments of the Obligations to be made in connection therewith.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.13.01, 3.2 3.02 or 3.5 3.05 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.33.03, or (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension is still effective or status as such Lender continues to be a Defaulting Lender or Non-Consenting Lender is still effectiveLender, 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.03 applicable to assignments, and (ii) the Borrowers Borrower and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1Section 3.01, 3.2 3.02 and 3.53.05, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 3.04 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. For purposes hereof, “Defaulting Lender” means a Lender that has (i) defaulted in its obligation to fund any Loan within one Business Day after the date required to be funded by it or (ii) has (or whose parent company has) become the subject of a bankruptcy or insolvency proceeding or has had a receiver or conservator appointed with respect to such Lender (or such Lender’s parent company) at the direction or request of any regulatory agency or authority (or similar regulatory action has been taken with respect to such Lender or parent company of such Lender, provided that a Lender shall not become a Defaulting Lender solely as a result of either (1) the acquisition or maintenance of an ownership interest in such Lender or a Person controlling such Lender by a Governmental Authority or an instrumentality thereof or (2) the exercise of control over such Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof incident to such ownership interest.

Replacement of Lender. If The Borrowers shall have the right, in their sole discretion, at any time and from time to time to terminate or replace the Commitment of any Lender (an “Affected Lender”), in whole, upon at least thirty (30) days’ prior notice to the Administrative Agent and such Lender, (a) if such Lender has failed or refused to make available the full amount of any Borrower is Revolving Loans as required by its Commitment hereunder, (b) if such Lender has been merged or consolidated with, or transferred all or substantially all of its assets to, or otherwise been acquired by any other Person, or (c) if such Lender has demanded that the Borrowers make any additional payment to any Lender pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes 3.5, or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any if such Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be has been suspended pursuant to Section 3.3; provided, however that no such Commitment termination shall reduce the Aggregate Commitment by more than fifteen percent (c15%) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affectedthereof; provided, an “Affected Lender”)further, the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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 termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 13.3 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, and (iii) if the Affected Lender is being terminated, the Borrowers shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Credit Extensions).

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Fixed Rate Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”"AFFECTED LENDER"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. (i) If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (ia) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (iib) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A1) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B2) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. (ii) The Borrower may also elect to replace, at any time on or before the effective date (if any) of the applicable extension of the Revolving Credit Termination Date, any Non-Extending 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) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to such Non-Extending Lender pursuant to an Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of such Non-Extending Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (b) the Borrower shall pay to such Non-Extending Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Extending Lender by the Borrower hereunder to and including the date of termination, and (2) an amount, if any, equal to the payment which would have been due to such Non-Extending Lender on the day of such replacement under Section 3.4 had the Loans of such Non-Extending Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.13.2, 3.2 3.3 or 3.5 3.4 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.33.1, (c) or if any Lender does not approve or consent to a proposed change, waiver, discharge or termination pursuant to Section 8.2.1 or an Extension Request pursuant to Section 2.21 when Lenders constituting the Required Lenders are approving such proposed change, waiver, discharge or termination pursuant to Section 8.2.1 or Extension Request, as applicable, or if any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, elect 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.1 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.13.2, 3.2 3.3 and 3.53.4, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 3.3 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Eurodollar Advances or to make Eurocurrency Advances shall be is suspended pursuant to Section 3.3, (cb) any Lender is becomes a Defaulting Lender or (dc) any Lender shall have a Scheduled Termination Date that is a Nonearlier than the then-Consenting Lender effective Final Termination Date (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect(but only, in the case of clause (a), if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, ) elect 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C A and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including including, without limitation limitation, any payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C 12.3.1 and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) In the event that (x) the Borrower receives from a Lender a certificate requesting an amount be paid to such Lender under Section 1.3(f), 2.7 or 2.8 hereof and the Required Lenders have not similarly made requests for payment arising out of the same circumstances or (y) the obligation of any Lender to make or maintain any LIBOR Portion has terminated under Section 2.5 or 2.6 hereof and the obligations of the Required Lenders to make or maintain LIBOR Portions have not similarly terminated by reason of the same circumstances or (z) any Lender becomes a Defaulting Lender, then the Borrower is required pursuant may request other Lenders hereunder to Section 3.1assume in full the Commitments then in effect of the Lender requesting such amount be paid or whose obligations with respect to LIBOR Portions have so terminated or of such Defaulting Lender, 3.2 or 3.5 as the case may be (such Lender in each case being herein referred to pay as the "Replaceable Lender"), and to purchase the Notes issued to the Replaceable Lender at a price equal to the outstanding principal amount of such Notes and the Replaceable Lender's share of any Indemnified Taxes or make any additional payment accrued and unpaid interest on such Notes plus accrued and unpaid commitment fees owed to the Replaceable Lender, and if any Lender or Lenders (each an "Assuming Lender") in their sole discretion agree so to assume in full the Commitments of the Replaceable Lender (provided only one Assuming Lender shall assume the Swing Line Commitment, if relevant), and after payment by the Borrower to the Replaceable Lender of all amounts due under this Agreement to such Lender (including any Governmental Authority for amount specified as due in a certificate submitted under Section 1.3(f), 2.7 or 2.8 hereof) not so paid by the account of any Assuming Lender, then such assumption shall take place in the manner set forth in subsection (b) below. In the event no Lender or Lenders agrees to assume in full the Commitments of the Replaceable Lender, then the Borrower may nominate one or more Lenders not then party to this Agreement so to assume in full the Commitments of the Replaceable Lender, and if such nominated Lender or Lenders are acceptable to the Agent and Required Lenders (excluding the Replaceable Lender), such assumption shall take place in the manner set forth in subsection (b) below and each such Lender or Lenders shall become a Lender hereunder (each a "New Lender") and the Replaceable Lender shall no longer be a party hereto or have any rights hereunder. (b) In the event a Replaceable Lender’s obligation 's Commitments are to make be assumed in full by an Assuming Lender or continuea New Lender, then such assumption shall take place on a date acceptable to the Borrower, the Replaceable Lender and the Assuming Lender or New Lender, as the case may be, and such assumption shall take place through the payment of all amounts due under this Agreement to convert Alternate Base Rate Advances intothe Replaceable Lender and the execution of such instruments and documents as shall, Term SOFR Advances in the reasonable opinion of the Agent, be reasonably necessary or appropriate for the Assuming Lender or New Lender to make Eurocurrency Advances assume in full the Commitments of the Replaceable Lender (including, without limitation, the issuance of new Notes and the execution of an amendment hereto making any New Lender a party hereto). In the event no Assuming Lender or New Lender agrees to assume in full the Commitments of the Replaceable Lender, then such Replaceable Lender shall be suspended pursuant to Section 3.3, remain a party hereto and its Commitments shall remain in effect. (c) any Lender is The rights and remedies against a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to under 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, (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due this Section 2.13, are in addition to other rights and remedies that the Borrower may have against such Affected Defaulting Lender under Sections 3.1, 3.2 and 3.5with respect to any Loan which such Defaulting Lender has not funded, and (B) an amountthat the Agent, if any, equal or any Lender may have against such Defaulting Lender with respect to the payment which would have been due to any such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement LenderLoan.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make continue Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effectiveeffective or such default continues to exist, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par Loans and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C J and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (Aa) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, plus any assignment fees specified in Section 12.3(c), and (Bb) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. If the Borrower is entitled to elect the replacement of an Affected Lender with another Lender as a party to this Agreement because the Affected Lender has failed or refused to consent to an amendment or waiver that is required to be approved by the Required Lenders or all Lenders, the replacement Lender must have so consented to the amendment or waiver that the Affected Lender failed or refused to approve.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) 3.3 or if any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affectedsuch Lender, an “Affected Lender”), the Borrower Representative Borrower, at its sole expense and effort, upon notice to such Lender and the Agent, may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this AgreementAgreement (in accordance with and subject to the restrictions contained in Article XII), provided that that, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, ; and provided further thatfurther, that concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower, the Agent and LC Issuer shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment Agreement (and a Defaulting Lender shall be deemed to have executed and delivered such an Assignment Agreement if it fails to do so) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If at any time (a) the Borrower becomes obligated to pay additional amounts described in Sections 4.5, 4.6 or 4.7 as a result of any Borrower is required condition described in such Sections or any Lender ceases to make Eurodollar Loans pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender4.5, (b) any Lender’s obligation Lender becomes insolvent and its assets become subject to make a receiver, liquidator, trustee, custodian or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3other Person having similar powers, (c) any Lender is becomes a Defaulting Lender "Nonconsenting Lender" or (d) any Lender is becomes a "Non-Consenting Lender (any Lender so affectedFunding Lender", an “Affected Lender”), then the Borrower Representative may electmay, if on ten Business Days' prior written notice to the Administrative Agent and such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effectiveLender, to replace such Affected Lender as by causing such Lender to (and such Lender shall) assign pursuant to Section 12.6(c) all of its rights and obligations under this Agreement to 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, (i) another bank or other entity which is an Eligible Assignee shall agree, as selected by the Borrower and acceptable to the Administrative Agent for a purchase price equal to the outstanding principal amount of such date, to purchase for cash the Advances at par Lender's Loans and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C all accrued interest and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid payable hereunder (including amounts payable under Section 4.8 as though such Loans were being paid instead of being purchased); provided that (i) the Borrower shall have no right to replace the Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Affected entity, (iii) in the event of a replacement of a Nonconsenting Lender by or a Lender to which the Borrowers hereunder Borrower becomes obligated to and including pay additional amounts pursuant to clause (a) of this Section 4.9, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of terminationits failure to agree to any requested consent, including without limitation payments due to such Affected waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections 3.1described in clause (a) of this Section 4.9, 3.2 and 3.5as the case may be, and (Biv) an amountin no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, if any, equal to the payment which would have been due Borrower shall pay such additional amounts to such Lender on prior to such Lender being replaced and the day payment of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 12.1 and (z) Required 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 "Nonconsenting Lender." The Borrower's right to replace a Non-Funding Lender pursuant to this Section 4.9 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Funding Lender under this Agreement, at law, in equity, or by statute.

Replacement of Lender. If The Borrowers shall have the right, in their sole discretion, at any time and from time to time to terminate or replace the Commitment of any Lender (an "AFFECTED LENDER"), in whole, upon at least thirty (30) days' prior notice to the Administrative Agent and such Lender, (a) if such Lender has failed or refused to make available the full amount of any Borrower is Revolving Loans as required by its Commitment hereunder, (b) if such Lender has been merged or consolidated with, or transferred all or substantially all of its assets to, or otherwise been acquired by any other Person, or (c) if such Lender has demanded that the Borrowers make any additional payment to any Lender pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes 3.5, or make any additional payment to any Lender or any Governmental Authority for the account of any if such Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Eurodollar Advances or to make Eurocurrency Advances shall be has been suspended pursuant to Section 3.3; provided, however that no such Commitment termination shall reduce the Aggregate Commitment by more than fifteen percent (c15%) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affectedthereof; provided further, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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 termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 13.3 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, and (iii) if the Affected Lender is being terminated, the Borrowers shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender's Credit Extensions).

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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 provided, further, that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any Borrower is Borrowers are required pursuant under Section 2.27, 2.29, 2.30, or 2.32 to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR into Eurocurrency Advances is suspended under Section 2.26 or 2.28 or if any Lender defaults in its obligation to make Eurocurrency Advances shall be suspended pursuant a Loan, to reimburse the applicable LC Issuer under Section 3.32.13, (c) to reimburse Swing Line Lender under Section 2.18.c, or otherwise constitutes a Defaulting Lender, or if any Lender declines to approve an amendment or waiver that is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender approved by the Majority Lenders (any Lender so affected, affected is an “Affected Lender”), Company has the Borrower Representative may electright, if promptly after written demand for such payment or written notice of such suspension, so long as such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, or, with respect to a Lender that declines to approve an amendment or waiver, promptly after such Lender declines to approve such amendment or waiver, to give Agent written notice that it desires to replace such Affected Lender with a replacement lender (a “Replacement Lender”) as a Lender party to under this Agreement, provided that no Event of Default or Unmatured Default shall have occurred and be continuing exists either at the time of such notice or at the time of replacement. If Company obtains a Replacement Lender that is satisfactory to Agent, the Affected Lender shall sell and assign its Advances and Obligations to the Replacement Lender, provided further that, concurrently with such replacement, that (i) another bank or other entity which is an Eligible Assignee shall agree, as of such date, to the Replacement Lender must purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to under an assignment substantially in acceptable to Agent and the form of Exhibit C Affected Lender, and to the Replacement Lender must become a Lender for all purposes under this Agreement and to Agreement, assume all obligations of the Affected Lender to be terminated as of such date date, and agree to comply with the requirements of Section 12.2 applicable this Agreement that apply to assignments, and (ii) the Borrowers and/or the assignee shall must pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees fees, and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including under this Agreement through the date of termination, including without limitation payments due to such Affected Lender under Sections 3.12.27, 3.2 and 3.52.29, or 2.32, and (B) an amount, if any, equal to the payment which that would have been due to such Lender on the day of such replacement under Section 3.4 2.30 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 2.10(ii), 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or (or, in the case of Section 3.5, to any Governmental Authority for the account of any Lendergovernmental authority), (b) any Lender gives a notice to the Borrower pursuant to the last sentence of Section 2.10(ii) with respect to the applicability of reserves, (c) any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (cd) by virtue of a change in the Lending Installation at which any Lender books its Loans, the Borrower incurs other incremental fees, costs or payments, (e) any Lender is a Defaulting shall fail to consent to an amendment as required by Section 8.2(iii) with respect to the increase of the Commitment of any other Lender or (dand the related increase in the Aggregate Commitment), (f) any Lender is a Non-Consenting shall fail to consent to any amendment requiring the consent of all Lenders pursuant to Section 8.2 or (g) any Lender shall be in default of its obligation to lend hereunder (any Lender so affecteddescribed in the foregoing clauses (a), (b), (c), (d), (e), (f) or (g) an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged charged, such suspension is still effective or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effectiveother condition continues to exist, 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, (i) another bank one or more banks or other entity entities which is an Eligible Assignee are reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.1 applicable to assignments, and (ii) the Borrowers and/or Borrower shall without duplication of amounts paid by the assignee shall replacement Lender pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts (other than principal) then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including including, without limitation limitation, payments due to such Affected Lender under Sections 2.10(ii), 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. (a) If (ai) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 obligated to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lenderamount under Section 3.6(a), (b) or (c) and such payment is attributable solely to any change since the Effective Date (in the case of each Lender listed on the signature pages hereof) or since the effective date of the Assignment and Assumption pursuant to which it became a Lender (in the case of each other Lender’s obligation ) in any applicable treaty, law, rule, regulation, order, directive or guideline (whether or not having the force of law) or in the interpretation or administration thereof (including the introduction of any new treaty, law, rule, regulation, order, directive or guideline), (ii) any Lender shall be a Defaulting Lender, (iii) any Lender shall have demanded any payment under Section 3.4 or excused itself from funding a Loan pursuant to make or continueSection 3.4, or (iv) if any amount payable by or on account of a French Borrower 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 the relevant French Borrower by reason of that amount being paid or accrued to convert Alternate Base Rate Advances intoa Lender incorporated, Term SOFR Advances domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction or paid to make Eurocurrency Advances an account opened with a financial institution situated in a Non-Cooperative Jurisdiction, the Parent shall have the right, in accordance with the requirements of Section 11.6(b), if no Default or Event of Default shall exist, to replace up to two such Lenders (each a “Replaced Lender”) with one or more other assignees (each, a “Replacement Lender”), reasonably acceptable to the Swing Line Lender and the Issuing Bank, provided that (I) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.6(b) (with the processing and recordation fee payable pursuant to said Section 11.6(b) to be suspended paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Core Currency Commitment and all Individual Currency Commitments of the Replaced Lender and the outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (w) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 3.3, (cx) the Issuing Bank an amount equal to such Replaced Lender’s Core Currency Commitment Percentage of all drawings (which at such time remains an unpaid drawing) to the extent such amount was not theretofore funded by such Replaced Lender, (y) the Swing Line Lender an amount equal to such Replaced Lender’s Core Currency Commitment Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender and (z) the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the applicable Borrower(s) pursuant to Section 2.4(c) and which has not been repaid to the Administrative Agent by such Replaced Lender or the applicable Borrower(s) and (II) all obligations of the Borrowers owing to the Replaced Lender (other than those specifically described in clause (I) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptions and the payment of amounts referred to in clauses (I) and (II) of this Section 3.8(a), the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 3.4, 3.5, 3.6 and 11.3), which shall survive as to such Replaced Lender. (b) If any Lender is shall be a Defaulting Lender Lender, the Parent shall have the right, if no Default or (d) any Lender is a Non-Consenting Event of Default shall exist, to remove one such Lender (any Lender so affected, an the “Affected Removed Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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 (I) at the time of such replacementremoval pursuant to this Section, the Borrowers shall pay to (w) the Removed Lender an amount equal to the sum of (A) an amount equal to the principal of, and provided further thatall accrued interest on, concurrently with such replacementall outstanding Loans of the Removed Lender, (iB) another bank or other entity which is an Eligible Assignee shall agreeamount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) the Removed Lender, as of together with all then unpaid interest with respect thereto at such datetime and (C) an amount equal to all accrued, to purchase for cash the Advances at par and other Obligations due but theretofore unpaid, fees owing to the Affected Removed Lender pursuant to Section 3.3, (x) the Issuing Bank an assignment substantially in amount equal to the form Removed Lender’s Core Currency Commitment Percentage of Exhibit C all drawings (which at such time remains an unpaid drawing) to the extent such amount was not theretofore funded by the Removed Lender, (y) the Swing Line Lender an amount equal to the Removed Lender’s Core Currency Commitment Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by the Removed Lender and (z) the Administrative Agent an amount equal to become a all amounts owed by the Removed Lender for all purposes to the Administrative Agent under this Agreement Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Removed Lender, a corresponding amount of which was made available by the Administrative Agent to assume the applicable Borrower(s) pursuant to Section 2.4(c) and which has not been repaid to the Administrative Agent by the Removed Lender or the applicable Borrower(s) and (II) all obligations of the Affected Borrowers owing to the Removed Lender under the Loan Documents (other than those specifically described in clause (I) above which have been, or are concurrently being, paid) shall be paid in full to be terminated the Removed Lender concurrently with such removal. Upon the payment of amounts referred to in clauses (I) and (II) of this Section 3.8(b), (x) the Removed Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 3.4, 3.5, 3.6 and 11.3), which shall survive as to the Removed Lender, (y) the Core Currency Commitment and Individual Currency Commitments of such date and to comply with the requirements of Section 12.2 applicable to assignmentsRemoved Lender shall automatically terminate, and (iiz) the Borrowers and/or Core Currency Commitment Percentages and the assignee Aggregate Commitment Percentage of the Lenders shall pay be automatically adjusted at such time to give effect to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderremoval.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) or if any Lender is shall become a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative Company may elect, if such amounts continue to be charged or such suspension is still effective or status as such Lender continues to be a Defaulting Lender or Non-Consenting Lender is still effectiveLender, 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date pursuant to an Assignment Agreement and to comply with the requirements of Section 12.2 12.1 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation any payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4, 3.5 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender9.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, 3.3 or (c) if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender is a Defaulting Declining Lender or (df) if any Lender is otherwise becomes a Non-Consenting Defaulting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if the circumstances resulting in such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting being an Affected Lender is still effectivecontinue, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower, the Designated Agent, the Co-Administrative Agents and the Swing Line Lender and which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and ; (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender; and (iii) in the case of an assignment by a Declining Lender under this Section 2.20, the Replacement Lender that is the assignee of the Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the Facility Termination Date, which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrower and the Designated Agent.

Replacement of Lender. If (a) any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “Affected Lender”), the Borrower Representative Borrowers may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to terminate or replace the Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrowers and the Agent shall agree, as of such date, to purchase for cash at face amount the Advances at par and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers such Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 and (iii) if the Affected Lender is being terminated, each Borrower shall pay to such Affected Lender all Obligations due from such Borrower to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Advances and the amount of such Lender’s funded participations in unreimbursed LC Disbursements). Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, or (y) the Subsidiary Credit Exposure of any Borrowing Subsidiary would exceed the Subsidiary Sublimit of such Borrowing Subsidiary.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of terminationdetermination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. Each Lender agrees that, upon the occurrence of any event set forth in Section 4.1, 4.3, 4.5, or 4.6, such Lender will use reasonable efforts to book and maintain its Loans through a different lending office or to transfer its Loans to an Affiliate with the objective of avoiding or minimizing the consequences of such event; provided that such booking or transfer is not otherwise disadvantageous to such Lender as determined by such Lender in its sole and absolute discretion. If (a) any Borrower is required Lender has demanded to be paid additional amounts pursuant to Section 3.14.1, 3.2 4.3, 4.5 or 3.5 4.6, and the payment of such additional amounts are, and are likely to pay any Indemnified Taxes or make any additional payment continue to any Lender or any Governmental Authority for be, more onerous in the account reasonable judgment of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may electthan with respect to the other Lenders, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that then the Borrower shall have the right at any time when no Default or Unmatured Event of Default shall have occurred and be continuing at to seek one or more financial institutions which are not Affiliates of the time Borrower (each, a “Replacement Lender”) to purchase with the written consent of the Administrative Agent (which consent shall not be (x) required if such proposed Replacement Lender is already a Lender, or an Affiliate of a Lender, or (y) unreasonably delayed or withheld) the outstanding Loans and Commitments of such replacementLender (the “Affected Lender”), and provided further thatif the Borrower locates a Replacement Lender, concurrently with such replacementthe Affected Lender shall, upon (a) prior written notice to the Administrative Agent, (b) (i) another bank or payment to the Affected Lender of the purchase price agreed between it and the Replacement Lender (or, failing such agreement, a purchase price in the amount of the outstanding principal amount of the Affected Lender’s Loans and accrued interest thereon to the date of payment) by the Replacement Lender plus (ii) payment by the Borrower of all amounts (other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances at par than principal and other Obligations interest) then due to the Affected Lender pursuant or accrued for its account hereunder or under any other Loan Document, (c) satisfaction of the provisions set forth in Section 11.11(a), and (d) payment by the Borrower to an the Affected Lender and the Administrative Agent of all reasonable out‑of‑pocket expenses in connection with such assignment substantially and assumption (including the processing fees described in the form of Exhibit C Section 11.11(a)), assign and to become a Lender for delegate all purposes its rights and obligations under this Agreement and any other Loan Document to which it is a party (including its outstanding Loans) to the Replacement Lender (such assignment to be made without recourse, representation or warranty), and the Replacement Lender shall assume all obligations of such rights and obligations, whereupon the Replacement Lender shall in accordance with Section 11.11(a) become a party to each Loan Document to which the Affected Lender is a party and shall have the rights and obligations of a Lender thereunder and the Affected Lender shall be released from its obligations hereunder and each other Loan Document to be terminated as the extent of such date assignment and to comply with the requirements of Section 12.2 applicable to assignments, and (ii) the Borrowers and/or the assignee shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lenderdelegation.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section Sections 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make into Eurocurrency Advances shall be suspended pursuant to Section 3.3, 3.3 or (c) if any Lender is defaults in its obligation to make a Defaulting Loan, reimburse the LC Issuers pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 2.4(d) or (d) if any Lender declines to approve an amendment or waiver that is approved by the Required Lenders or (e) if any Lender otherwise becomes a Non-Consenting Defaulting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if the circumstances resulting in such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting being an Affected Lender is still effectivecontinue, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower, the Administrative Agent and the Swing Line Lender and which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (a “Replacement Lender”) shall agree, as of such date, to purchase for cash at par the Advances at par and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, ; and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender under Section 3.4 on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.33.3 or if a Lender does not approve a waiver or amendment with respect to this Agreement or if a Lender acting as Agent hereunder resigns, (c) any is removed or is replaced as Agent or if a Lender is a Defaulting Lender or (d) any if a Lender is a Non-Consenting Extending Lender (any Lender so affected, affected an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective or such resignation or removal has become effective, to replace such Affected Lender as a Lender party to this Agreement; provided, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacementhowever, and provided further that, concurrently with such replacement, (i) another bank or other entity which is an Eligible Assignee which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par the Loans and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C E and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any the Borrower is required pursuant to --------------------- Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of if any Lender, (b) any Lender’s 's obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Lender 3.3 (any Lender so affected, affected an “"Affected Lender”"), the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or Non-Consenting Lender 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Replacement of Lender. If (a) any either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Defaulting Lender or Declining Lender, (d) any Lender is a NonDefaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-Consenting consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any Lender so affectedsubject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrower Representative Borrowers may electelect (i) in the case of the foregoing clauses (a), (b), (d) or (e) (but only if such amounts continue additional payment continues to be charged or required, such suspension or status as continues to be effective, such Lender continues to be a Defaulting Lender or Non-Consenting the direct or indirect parent company of such Lender is still effectivecontinues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender as a Lender party to this Agreementand its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided that (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacementtermination, (iB) another bank in the case of any replacement of an Affected Lender, one or more banks or other entity entities which is an Eligible Assignee are approved by the Borrowers, the Agent, each Issuing Bank and the Swingline Lender (such approval not to be unreasonably withheld or delayed) shall agree, as of such date, to purchase for cash at face amount the Advances at par and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an assignment Assignment and Assumption substantially in the form of Exhibit C and to (and, if not already a Lender, shall become a Lender for all purposes under this Agreement Agreement) and to assume the Commitment and all obligations of the Affected Lender to be terminated as of the time of such date replacement and to comply with the requirements of Section 12.2 12.1 applicable to assignments, and (iiC) in the Borrowers and/or case of any termination or replacement of the assignee Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (A) B), all principal, interest, fees and other amounts (other than unasserted contingent indemnity obligations) then outstanding or accrued but unpaid to for the account of such Affected Lender by to the Borrowers hereunder to and including the date extent constituting Obligations of terminationsuch Borrower hereunder, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) and, except in the case of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold pursuant to Section 2.10. Notwithstanding the replacement Lenderforegoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to any increases thereof effected in accordance with the terms hereof) or (y) the Borrower Credit Exposure of either Borrower would exceed the Borrower Sublimit of such Borrower.

Replacement of Lender. If (a) If at any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, time: (b) any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Term SOFR Advances or to make Eurocurrency Advances shall be suspended pursuant to Section 3.3, (ci) any Lender is a Defaulting Lender or (d) any Lender is becomes a Non-Consenting Lender (as defined in paragraph (c) below); (ii) any Lender so affectedrefuses or fails to make its participation in a Loan available or notifies the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation) or repudiates its participation in such a Loan; or (iii) an Obligor becomes obliged to repay any amount in accordance with Clause 8.1 (Illegality) or to pay additional amounts pursuant to Clause 14.1 (Increased Costs) or Clause 13.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, an then the Italian Borrower may, on 10 Business Days’ prior written notice to the Agent and such Lender, either: (iv) prepay without penalty (but subject to the provisions of Clause 11.4 (Break Costs) any outstanding Loans concerned (but not part thereof); or (v) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Affected Replacement Lender”)) selected by the Italian Borrower, and which is acceptable to the Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause shall be subject to the following conditions: (i) the Italian Borrower shall have no right to replace the Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Italian Borrower to find a Replacement Lender; (iii) such replacement must take place no later than 60 days after the later of: (A) in the event of a replacement of a Non-Consenting Lender, the Borrower Representative may elect, if such amounts continue to be charged or such suspension or status as a Defaulting Lender or date the Non-Consenting Lender is still effectivenotifies the Italian Borrower and the Agent of its failure or refusal to give a consent in relation to, or agree to replace such Affected Lender as any waiver or amendment to the Finance Documents requested by the Italian Borrower; (B) in the event of a Lender party to this Agreementrefusal, provided that no Default failure, notification or Unmatured Default shall have occurred and be continuing at repudiation under paragraph (a)(ii) above, the time date of the later of such replacementrefusal, and provided further failure, notification or repudiation; or (C) in the event of an obligation arising under paragraph (a)(iii), the date on which the latest of such obligations arises; and (iv) in no event shall the Lender replaced under this paragraph (a) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that, concurrently with such replacement, : (i) another bank the Italian Borrower or other entity which is an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances Agent (at par and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations request of the Affected Lender Italian Borrower) has requested the Lenders to be terminated as give a consent in relation to, or to agree to a waiver or amendment of, any provisions of such date and to comply with the requirements of Section 12.2 applicable to assignments, and Finance Documents; (ii) the Borrowers and/or consent, waiver or amendment in question requires the assignee shall pay approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such Affected waiver or amendment, then any Lender in same day funds on the day of such replacement (A) all interest, fees who does not and other amounts then accrued but unpaid continues not to consent or agree to such Affected Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If (a) any If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances ABR Loans into, Term SOFR Advances or to make Eurocurrency Advances Eurodollar Loans shall be suspended pursuant to Section 3.3, (c) any 3.3 or a Lender is a Defaulting Lender or (d) any Lender is a Non-Consenting Rejecting Lender (any Lender so affected, an “Affected Lender”), the Borrower Representative may elect, if such amounts continue to be charged or such suspension is still effective or status as a Defaulting Lender or Non-Consenting if such Affected Lender is still effectivea Rejecting Lender, 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, (i) another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par Loans and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.1 applicable to assignmentsassignments (such bank or other entity, a “Replacement Lender”), and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the Replacement Lender. Upon replacement of such Affected Lender and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Affected Lender under this Agreement and such Affected Lender shall cease to be a Lender, provided, however, such Affected Lender shall continue to be entitled to the benefits of Sections 2.19.10, 2.19.11, 2.19.12, 3.1, 3.2, 3.4, 3.5, 6.8(c), 9.6 and 9.10, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 10.8 with respect to obligations and liabilities accruing prior to such Affected Lender’s replacement. (b) In the event that the Affected Lender is a Rejecting Lender, the Borrower may elect to have a part of the Rejecting Lender’s rights and obligations under this Agreement and the other Loan Documents assigned pursuant to this Section 2.21, provided that the Borrower also elects, pursuant to Section 2.20(b) to terminate the entire amount of such Rejecting Lender’s Commitment not so assigned, which termination shall be effective on the date on which such assignment of the Rejecting Lender’s rights and obligations is consummated under this Section 2.21.

Replacement of Lender. If (ai) any the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to pay any Indemnified Taxes or make any additional payment to any Lender or any Governmental Authority for the account of any Lender, (b) if any Lender’s obligation to make or continue, or to convert Alternate Base Floating Rate Advances into, Term SOFR Advances or to make Eurocurrency Eurodollar Advances shall be suspended pursuant to Section 3.3, (cii) any Lender is refuses to consent to certain proposed amendments, modifications, waivers, discharges or terminations with respect to this Agreement that require the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders or (iii) any Lender becomes a Defaulting Lender or (d) any Lender is a Non-Consenting Lender becomes subject to the penultimate paragraph of Section 2.21 (any Lender so affecteddescribed in clause (i), clause (ii) or clause (iii) being an “Affected Lender”), the Borrower Representative may elect, if such amounts continue elect to be charged terminate or such suspension or status as a Defaulting Lender or Non-Consenting Lender is still effective, to replace the Revolving Loan Commitment of such Affected Lender as a Lender party to this AgreementLender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such termination or replacement, (i) if the Affected Lender is being replaced, another bank or other entity which is an Eligible Assignee reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances at par and other Obligations due to Outstanding Credit Exposure of the Affected Lender pursuant to an assignment Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.2 12.3 applicable to assignments, and (ii) the Borrowers and/or the assignee Borrower shall pay to such Affected Lender in same day immediately available funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrowers Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 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 and (iii) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender all Obligations due to such Affected Lender (including the amounts described in the immediately preceding clauses (i) and (ii) plus the outstanding principal balance of such Affected Lender’s Credit Extensions).