Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that (a) If at any time any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below) occurs ), then the Company may, on five Business Days’ prior written notice to the Facility Agent and is continuing with respect to any such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to the Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "“Replacement Lender"”) acceptable to selected by the Administrative AgentCompany, and which is not a Borrower or an Affiliate acceptable to the Facility Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such 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 Loans payable to such Lender plus any accrued but unpaid interest on such outstanding Loans and all accrued but unpaid commitment fees interest and/or Break Costs and letter other amounts payable in relation thereto under the Finance Documents. (b) The replacement of credit fees owing a Lender pursuant to such Lender, and upon such assumption, purchase and substitution, and this Clause shall be subject to the execution and delivery following conditions: (i) the Company shall have no right to replace the Facility Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Administrative 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 90 days after the date the Non-Consenting Lender notifies the Company and the Facility Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Replacement Company; and (iv) in no event shall the Lender of documentation satisfactory replaced under this paragraph (b) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees already received by such Lender would obviate pursuant to the need Finance Documents. (c) In the event that: (i) the Company or the Facility 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 the Lenders; and (iii) Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to make future claims under consent or agree to such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that (a) If 63140965_9 (i) at any time any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below) occurs and is continuing or a Non-Funding Lender; (ii) an Obligor becomes required to repay any amount in accordance with respect 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 invokes Clause 14.3 (Market Disruption), then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Company may, on five Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Facility Agent and such Lender's rights hereunder and : (if iv) replace such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, 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 Replacement Lender) selected by the Company which confirms its willingness to assume and does assume all the obligations of the assigning or transferring Lender (including the assumption of the assigning or transferring Lender’s participations on the same basis as the assigning or transferring Lender) for a purchase price in cash payable at the time of assignment or transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans, all accrued interest (and any Break Costs) and fees and other 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 such it under this Agreement and cancel that Lender’s Available Commitments. (b) The replacement of a Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing pursuant to such Lender, and upon such assumption, purchase and substitution, and this Clause shall be subject to the execution and delivery 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 Administrative Agent by Company to find a Replacement Lender; and (iii) in no event shall the Replacement Lender of documentation satisfactory replaced under this Clause be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) In the event that: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; 63140965_9 (ii) the waiver or amendment in question requires the 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 waiver or amendment; and (iv) if the waiver or amendment in question requires the consent of 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 (Illegality, Voluntary Prepayment and Cancellation) have consented to such waiver or amendment, then any Lender who refuses to make future claims under agree to such Sectionswaiver or amendment shall be deemed a Non‑Consenting Lender.

Replacement of Lender. In the event that 41.3.1 If at any time:- (a) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in Clause 41.3.3 below); or (b) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect 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 in excess of amounts payable to the other Lenders generally, then the Parent may, on 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 28 (Changes to the Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "“Replacement Lender"”) acceptable to selected by the Administrative AgentParent, and which is not a Borrower or an Affiliate acceptable to the Agent (acting reasonably) and which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. 41.3.2 The replacement of a Lender pursuant to this Clause shall be subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, following conditions:- (a) the commencement Parent shall have no right to replace the Agent or Security Agent; (b) neither the Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 5 days after the date the Non-Consenting Lender notifies the Parent and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Parent; and (d) in no event shall the Lender replaced under this Clause 41.3.2 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. 41.3.3 In the event that:- (a) the Parent, a Borrower or the taking Agent (at the request of possession by, the Parent or a receiver, custodian, conservator, trustee or liquidator of such LenderBorrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (b) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (c) Lenders whose Commitments aggregate more than 80 per cent, of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In (a) If the event that a Replacement Event Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (as defined belowIllegality) occurs and is continuing with respect or to pay additional amounts pursuant to Clause 12.2 (Tax gross-up), Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs) to any Lender: then the Borrower may, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable on five Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, such Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Loan and all accrued interest, Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 34.3 (Replacement of Lender) shall be subject to the execution and delivery 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 Administrative Agent by Borrower to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 34.3 (Replacement Lender of documentation satisfactory Lender) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (iv) the Lender shall succeed only be obliged to the transfer its rights and obligations pursuant to Clause 34.3 (Replacement of such Lender hereunder Lender) once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and such regulations in relation to that transfer. (c) A Lender shall no longer be perform the checks described in Clause 34.3(b)(iv) as soon as reasonably practicable following delivery of a party hereto or have any rights hereunder provided notice referred to in Clause 34.3 (Replacement of Lender) and shall notify the Agent and the Borrower when it is satisfied that the obligations of the Borrowers to indemnify such Lender it has complied with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsthose checks.

Replacement of Lender. In (a) If the event that a Replacement Event Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (as defined belowIllegality) occurs and is continuing with respect or to pay additional amounts pursuant to Clause 12.2 (Tax gross-up), Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs) to any Lender: then the Borrower may, on five Business Days' prior written notice to the Borrowers may designate another 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 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "Replacement Lender") acceptable selected by the Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing BankLenders) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Xxxxxx's participation in the Loans outstanding Loan and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter this Clause 34.3 (Replacement of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and ) shall be subject to the execution and delivery 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 Administrative Agent by Borrower to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 34.3 (Replacement Lender of documentation satisfactory Lender) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (iv) the Lender shall succeed only be obliged to the transfer its rights and obligations pursuant to Clause 34.3 (Replacement of such Lender hereunder Lender) once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and such regulations in relation to that transfer. (c) A Lender shall no longer be perform the checks described in Clause 34.3(b)(iv) as soon as reasonably practicable following delivery of a party hereto or have any rights hereunder provided notice referred to in Clause 34.3 (Replacement of Lender) and shall notify the Agent and the Borrower when it is satisfied that the obligations of the Borrowers to indemnify such Lender it has complied with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsthose checks.

Replacement of Lender. In If (w) any Lender requests compensation under Section 3.1, or if the event that a Replacement Event (as defined below) occurs and Borrower is continuing with respect required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity, compensation or payment, (x) any Lender is a Defaulting Lender or a Non-Consenting Lender, the Borrowers may (y) any Lender’s obligation to make or to convert or continue outstanding Loans or Advances as Eurodollar Loans or Eurodollar Advances has been suspended pursuant to Section 3.3, and, in each such case, such Lender has declined or is unable to promptly designate another financial institution a different Lending Installation in accordance with Section 3.7 which would eliminate any further suspension or (such financial institution being herein called a "Replacement Lender"z) acceptable in addition to the Administrative Agent, and which is not a Borrower or an Affiliate rights of the BorrowersBorrower under Section 2.21, any Lender is a Non-Extending Lender and the Required Lenders have approved the related Extension Request, then, in each case, the Borrower may, at its sole expense and effort, upon notice to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and the Agent, require such Lender's Lender to assign and delegate (provided that the failure by any such Lender that is a Defaulting Lender to execute an Assignment and Assumption Agreement shall not render such assignment invalid), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights hereunder (other than its existing rights to payments pursuant to Section 3.1 or 3.5) and obligations under this Agreement and the related Loan Documents (other than, if such Lender is an Issuing BankLC Issuer that has issued any outstanding Facility LCs at such time, its rights and obligations as an LC Issuer with respect to such Facility LCs) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, without recourse to or representation or warranty by, or expense to, if a Lender accepts such Lender for a purchase price equal to assignment); provided that: (a) the outstanding principal amount Borrower shall have received (i) the prior written consent of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Agent, the Swing Line Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender each LC Issuer with respect to any event occurring assignee that is not already a Lender or obligations arising before an affiliate of a Lender hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) the consent of such replacement assignee to the assignment, (iii) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the consent of the applicable assignee to the applicable amendment, waiver or consent and (iv) in the case of an assignment resulting from a Lender becoming a Non-Extending Lender, the consent of the applicable assignee to the applicable Extension Request; (b) the Agent shall survive have received the assignment fee specified in Section 12.3(c) unless (i) the assignor is a Defaulting Lender, (ii) waived by the Agent or (iii) the assignee is another Lender; (c) such replacement. "Replacement Event" meansLender shall have received payment of an amount equal to its funded and outstanding principal balance of its Outstanding Credit Exposure, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including (other than with respect to any Defaulting Lender, ) any amounts under Section 3.4) from the assignee (ato the extent of such outstanding principal and accrued interest and fees) the commencement of or the taking Borrower (in the case of possession byall other amounts); (d) in the case of any such assignment resulting from (i) a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.5, such assignment will result in a receiver, custodian, conservator, trustee reduction in such compensation or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent payments thereafter or (bii) the making of any claim by any Lender a suspension under Section 2.8(b)3.3, 12.3 such assignment shall be made to a Lender or 12.5Eligible Assignee which is not subject to such a suspension; and (e) such assignment does not conflict with Applicable Law. A Lender shall not be required to make any such assignment if, unless the changing prior thereto, as a result of the lending office a waiver by such Lender would obviate or otherwise, the need of circumstances entitling the Borrower to require such Lender assignment cease to make future claims under such Sectionsapply.

Replacement of Lender. In (a) If at any time the event that a Replacement Event Company becomes obliged to pay additional amounts described in Clause 10 (as defined belowTaxes), 11.1 (Illegality), Clause 11.2 (Increased Costs) occurs and is continuing with respect or Clause 11.4 (Change in Market Conditions) to any Lender, then the Borrowers Company may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable on 10 Business Days’ prior written notice to the Administrative Facility Agent and such Lender replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 20.2 (Assignments and transfers by the Lenders) all of its rights and obligations under this Agreement to a Lender or another bank, financial institution, trust fund or other entity selected by the Company (following consultation with the Facility Agent, ) which confirms its willingness to assume and which is not a Borrower or an Affiliate does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participation on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of such Lender’s participation in the Loans outstanding Loan and all accrued interest and fees and other amounts payable to that Lender hereunder. (b) The replacement of a Lender pursuant to this Clause 11.5 shall be subject to the following conditions: (i) neither the Facility Agent nor the Security Agent (in their capacities as such) may be replaced without the consent of the Majority Lenders; (ii) neither the Facility Agent nor any Lender shall have any obligation to the Company to find a replacement Lender or other such entity; (iii) such replacement must take place no later than 180 days after the date the relevant Lender has demanded payment of additional or increased amounts under Clause 10 (Taxes), Clause 11.1 (Illegality) or Clause 11.2 (Increased Costs) as the case may be; (iv) the Lender hereby replaced shall not be required to pay or surrender to such replacement Lender or other entity any of the fees received by or accrued due to such Lender plus replaced pursuant to this Agreement; and (v) to the extent that the replacement of a Lender results from the Company becoming obliged to pay additional amounts pursuant to Clause 10 (Taxes) or Clause 11.2 (Increased Costs) this provision will not release the Company from its obligations to pay any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing additional amounts to such Lender, Lender prior to such Lender being replaced and upon the payment of such assumption, purchase and substitution, and subject additional amounts (which have been notified to the execution and delivery Company) shall be a condition to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Administrative Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) reasonably acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowersany Borrower, to assume such Lender's ’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder hereunder, provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or has become a Defaulting Lender, (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsSections or (c) the refusal of such Lender to consent to an amendment or wavier otherwise approved by the Required Lenders.

Replacement of Lender. In the event that 34.4.1 If, at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined belowin Clause 34.4.4); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect Clause 10.1 (Illegality) or to pay additional amounts pursuant to Clause 16.1 (Tax gross-up), 16.2 (Tax indemnity) or 17.1 (Increased Costs) to any Lender, then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Borrower Security Group Agent may, on 10 Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Initial ACF Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, 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 and each Borrower Hedging Agreement to which it is a party to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower Security Group Agent, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, ’s participation in the outstanding Utilisations and/or Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Initial ACF Finance Documents. 34.4.2 The replacement of a Lender pursuant to this Clause 34.4 shall be subject to the execution and delivery following conditions: (i) the Borrower Security Group Agent shall have no right to replace the Initial ACF Agent; (ii) neither the Initial ACF Agent nor the Lender shall have any obligation to the Administrative Borrower Security Group Agent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date the Non- Consenting Lender notifies the Borrower Security Group Agent and the Initial ACF Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Initial ACF Finance Documents requested by the Replacement Borrower Security Group Agent; (iv) in no event shall the Lender of documentation satisfactory replaced under this Clause 34.4.2 be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Initial ACF Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder pursuant to Clause 34.4.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and such regulations in relation to that transfer. 34.4.3 A Lender shall no longer be a party hereto or have any rights hereunder provided that perform the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.checks described in Clause 34.4.2

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Administrative Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunderany Borrower, to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderhereunder, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or such Lender shall become a Defaulting Lender, (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsSections or (c) a refusal by such Lender to execute any amendment, waiver or consent which requires to the written consent of all of the Lenders or each of the directly affected Lenders and to which the Majority Lenders, the Administrative Agent and the Borrowers have agreed.

Replacement of Lender. In If * the event that obligation of a Replacement Event Lender to make Eurodollar Loans is suspended under Section 9.4 (as defined below) occurs and Illegal Loans), * a Lender demands compensation or payment under Section 9.2 (Increased cost or reduced return), or Section 9.6 (Taxes on payments), or * a Lender's senior unsecured debt is continuing with respect to any Lenderrated lower than BBB- by S&P, then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable may, on five Business Days' notice to the Administrative AgentAgent and the Lender, and select a replacement bank or banks (which is not a Borrower may be one or an Affiliate more of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, other Lenders) to purchase the Lender's Loans and participations of such Lender and such assume its Commitment. The purchase price for the Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters Loans shall be the sum of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding unpaid principal amount of the Loans payable Loans, with accrued interest, the Lender's share of accrued Unused Fees and other amounts due to such the Lender plus under this Agreement (including any accrued but unpaid interest amounts due under Section 1.20 (Funding losses) for each Loan so purchased on such Loans and accrued but unpaid commitment fees and letter a date other than the last day of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the Interest Period for the Loan). Upon the execution and delivery of an assignment and assumption agreement substantially in the form of Exhibit G by such Lender and each replacement bank (and, if the replacement bank is not a Lender, with the subscribed consent of the Borrowers and the Administrative Agent), each such replacement bank shall be deemed to be, a 'Lender' for all purposes of this Agreement, and the Administrative Agent shall notify the other Lenders accordingly. 10 Miscellaneous 10.1 Notices Except as otherwise stated, all notices, requests, consents and other communications to any party to this Agreement shall be in writing. For purposes of this Section 10.1 (writing) shall include writings in any form that provides the recipient, using the systems routinely used by the recipient for communication, with a permanent record and a human-readable text. All notices to a party shall be given at the addresses, telecopy number or other electronic addresses or by other methods set forth on Schedule 3 or at such other addresses, numbers or by such other reasonable methods as such party may specify for the purpose by notice to the Administrative Agent and the Borrowers (each a "Notice Address"). Each notice, request, consent or other communication given under this Agreement shall be effective when received at the number or address or by the Replacement Lender of documentation satisfactory to the Administrative Agent (method specified pursuant to which this Section 10.1. Any requirement in this Agreement that a notice or other communication be 'prompt' or be given 'promptly' shall mean that such Replacement Lender notice or other communication shall assume the obligations of such original Lender under this Agreementpromptly be transmitted by telephone (if oral notice is permitted), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto bank wire, telex, telecopy, computer link or have any rights hereunder provided other means that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsnormally provides nearly instantaneous transmission.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below); or (ii) occurs and is continuing any Lender becomes a Non-Funding Lender (as defined in paragraph (d) below); or (iii) an Obligor becomes obliged to repay any amount in accordance with respect Subclause 11.1 (Mandatory prepayment - Illegality) or to pay additional amounts pursuant to Subclauses 15.1 (Grossing-up for Taxes), 15.2 (Tax Indemnity) or 16.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Company may, on ten Business Days prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 31 (Changes to the Borrowers may designate another financial institution Parties) all (and not part only) of its rights and obligations under this Agreement any Commitment cancelled by operation of Clause 11.1 (Mandatory prepayment –Illegality) will be deemed reinstated upon such financial institution being herein called transfer to a "Lender or other entity (a “Replacement Lender"”) acceptable to selected by the Administrative AgentCompany, and which is not acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Borrower Revolving Credit Commitment or an Affiliate liability under Clause 7.5(b) (Indemnities)) the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such 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 Loans payable to such Lender plus outstanding Credits and all accrued interest (and any accrued but unpaid interest on such Loans breakage costs) and accrued but unpaid commitment fees and letter other amounts payable hereunder. (b) The replacement of credit fees owing a Lender pursuant to such Lender, and upon such assumption, purchase and substitution, and this Subclause shall be subject to the execution and delivery following conditions: (i) the Company shall have no right to replace the Facility Agent or Security Agent; (ii) neither the Facility Agent nor any Lender shall have any obligation to the Administrative Company to find a Replacement Lender or other such entity; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 120 days after the date the Non-Consenting Lender notified the Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Senior Finance Documents requested by the Replacement Company; and (iv) in no event shall the Lender of documentation satisfactory replaced under this Subclause be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Senior Finance Documents. (c) In the event that: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Senior Finance Documents; (ii) the waiver or amendment in question requires the consent of all of the Lenders or the Super-majority Lenders; and (iii) the Majority Lenders have consented to such waiver or amendment, then any Lender who does not agree to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that 33.2.1 If: (a) any Lender becomes a Replacement Event Non-Consenting Lender (as defined belowin Clause 33.2.4); or (b) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect Clause 8.1 (Mandatory Prepayment - illegality) or to pay additional amounts pursuant to Clause 14.1 (Increased costs), Clause 13.2 (Tax gross-up) or Clause 13.3 (Tax indemnity) to any Lender, then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Company may, on 15 Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, such Lender shall) transfer pursuant to Clause 24 (Changes to the Lender) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (a Replacement Lender) which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (Changes to the Lender) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Xxxxxx’s participation in the Loans outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. 33.2.2 The replacement of a Lender pursuant to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and this Clause 33.2 shall be subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, following conditions: (a) the commencement of or Company shall have no right to replace the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or ; (b) the making Lender shall have no obligation to the Company to find a Replacement Lender; (c) 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 Xxxxxx is deemed a Non-Consenting Lender; (d) in no event shall the Lender replaced under this Clause 33.2 be required to pay or surrender to such Replacement Lender any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents; and (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 33.2.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 33.2.3 A Lender shall perform the checks described in Clause 33.2.2(e) above as soon as reasonably practicable following delivery of a notice referred to in Clause 33.2.1 and shall notify the Lender and the Company when it is satisfied that it has complied with those checks. 33.2.4 In the event that: (a) the Company or the Lender (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; (b) the consent, waiver or amendment in question requires the approval of all the Lenders; and (c) Lenders whose Commitments aggregate more than 33.3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 33.3 per cent. of the Total Commitments prior to that reduction), have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to make future claims under consent or agree to such Sectionswaiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a the Borrower or an Affiliate of the BorrowersBorrower, to assume such Lender's ’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers Borrower to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a the Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunderBorrower, to purchase the Loans Term Loan owing to such Lender and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderhereunder, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans Term Loan payable to such Lender plus any accrued but unpaid interest on such Loans Term Loan and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers Borrower to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. (a) In the event that the Company receives from a Replacement Event (as defined below) occurs Lender a certificate requesting an amount be paid to such Lender under Section 12.3, 12.4 or 12.5 hereof and is continuing with respect the Required Lenders have not similarly made requests for payment arising out of the same circumstances, then the Company may request other Lenders hereunder to any Lender, assume in full the Borrowers may designate another financial institution Revolving Credit Commitment and Term Credit Commitment then in effect of the Lender requesting such amount be paid (such financial institution Lender in each case being herein called a referred to as the "Replacement LenderREPLACEABLE LENDER") acceptable to the Administrative Agent), and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Notes issued to the Replaceable Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit its participation in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for the L/C Obligations at a purchase price equal to the outstanding principal amount of such Notes and such participation and the Loans payable to such Lender plus Replaceable Lender's share of any accrued but and unpaid interest on such Loans Notes and participation plus accrued but and unpaid commitment fees and letter of credit fees owing owed to such the Replaceable Lender, and upon such assumption, purchase if any Lender or Lenders in their sole discretion agree so to assume in full the Revolving Credit Commitment and substitutionTerm Credit Commitment of the Replaceable Lender (each an "ASSUMING LENDER"), and subject after payment by the Borrowers to the execution Replaceable Lender of all amounts due under this Agreement to such Lender (including any amount specified as due in a certificate submitted under Section 12.3, 12.4 or 12.5 hereof) not so paid by the 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 Revolving Credit Commitment and delivery Term Credit Commitment of the Replaceable Lender, then the Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) may nominate one or more banks or other financial institutions not then party to this Agreement so to assume in full the Revolving Credit Commitment and Term Credit Commitment of the Replaceable Lender, and if such nominated banks or other financial institutions are acceptable to the Administrative Agent by and the Replacement Lender of documentation satisfactory to Required Lenders in their sole discretion (excluding the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this AgreementReplaceable Lender), such assumption shall take place in the Replacement Lender manner set forth in subsection (b) below and each such bank or other financial institution shall succeed to the rights and obligations of such become a Lender hereunder (each a "NEW LENDER") and such the Replaceable Lender shall no longer be a party hereto or have any rights hereunder provided that hereunder. (b) In the obligations event a Replaceable Lender's Revolving Credit Commitment is to be assumed in full by an Assuming Lender or a New Lender, then such assumption shall take place on a date acceptable to the Company (which is acting on behalf of the Borrowers pursuant to indemnify such Section 1.7 hereof), the Replaceable Lender with respect to any event occurring and the Assuming Lender or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any New Lender, (a) as the commencement case may be, and such assumption shall take place through the payment of or all amounts due under this Agreement to the taking of possession by, a receiver, custodian, conservator, trustee or liquidator Replaceable Lender and the execution of such instruments and documents as shall, in the reasonable opinion of the Administrative Agent, be reasonably necessary or appropriate for the Assuming Lender or New Lender to assume in full the Revolving Credit Commitment and Term Credit Commitment of the Replaceable Lender (including, without limitation, the issuance of a new Note and the execution of an appropriate Assignment Agreement making any New Lender a party hereto) and for the Borrower's obligations to such Assuming or New Lender to be secured with the Collateral. In the event no Assuming Lender or New Lender agrees to assume in full the Revolving Credit Commitment of the Replaceable Lender, or the declaration by the appropriate regulatory authority that then such Replaceable Lender is insolvent or (b) the making of any claim by any shall remain a Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsparty hereto and its Revolving Credit Commitment and Term Credit Commitment shall remain in effect.

Replacement of Lender. In the event that any Lender or, to the extent applicable, any participant thereof (the “Affected Lender”), (a) is a Replacement Defaulting Lender; (b) demands payment under Section 2.4(c), Section 3.4 or Section 3.7; or (c) refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Lenders under Section 13.9 that is consented to by the Required Lenders prior to such replacement of any Lenders in connection therewith; then, so long as no Event (as defined below) occurs and is continuing with respect to any Lenderof Default exists, the Borrowers may designate another financial institution Borrower shall have the right to seek one or more replacement lenders which is reasonably satisfactory to the Agent (such financial institution being herein called a "the “Replacement Lender") acceptable to ”). The Replacement Lender shall purchase the Administrative Agent, and which is not a Borrower or an Affiliate interests of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase Affected Lender in the Loans and participations shall assume the obligations of such the Affected Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of under the other Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and Documents upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory an Assignment and Assumption and the tender by it to the Administrative Agent (pursuant to which such Replacement Affected Lender of a purchase price agreed between it and the Affected Lender. Such assignment by the Affected Lender shall assume be deemed an early termination of any Eurodollar Loan to the obligations extent of the Affected Lender’s portion thereof, and the Borrower will pay to the Affected Lender any resulting amounts due under Section 3.7. Upon consummation of such original Lender under this Agreement)assignment, the Replacement Lender shall succeed become party to this Credit Agreement as a signatory hereto and shall have all the rights and obligations of such the Affected Lender under this Credit Agreement and the other Credit Documents, the Affected Lender shall be released from its obligations hereunder and under the other Credit Documents, and no further consent or action by any party shall be required. The Credit Parties shall sign such documents and take such other actions reasonably requested by the Replacement Lender shall no longer be a party hereto or have any rights hereunder provided that to enable it to share in the obligations benefits of the Borrowers rights created by the Credit Documents. The Agent is hereby irrevocably appointed as attorney-in-fact to indemnify such execute any documentation on behalf of any Replacement Lender with respect to such assignment if such Replacement Lender fails to execute same within five (5) Business Days after being presented with such documentation. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 2.8, the Borrower shall continue to pay to the Affected Lender any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsObligations as they become due and payable.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 15.1 (Increased Costs) or Clause 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower 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 25 (Changes to the Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "Replacement Lender") acceptable to selected by the Administrative AgentBorrower, and which is not a Borrower or an Affiliate acceptable to the Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and upon such assumption, purchase and substitution, 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 execution and delivery following conditions: (i) the Borrower shall have no right to replace the Agent or Security Trustee; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than five days after the date the Non-Consenting Lender notifies the Borrower and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Replacement Borrower; and (iv) in no event shall the Lender of documentation satisfactory replaced under this paragraph (b) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) 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 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 waiver or amendment, then any Lender who does not and continues not to make future claims under consent or agree to such Sectionswaiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. In the event that (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (d) below); or (ii) occurs and is continuing the Borrower becomes obliged to repay any amount in accordance with respect Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 13.1 (Increased Costs), Clause 12.2 (Tax gross-up) or Clause 12.3 (Tax Indemnity) to any Lender, then the Borrowers may designate another financial institution Borrower may, on ten Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such financial institution being herein called Lender shall) transfer pursuant to Clause 21 (Changes to the Finance Parties) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (a "Replacement Lender") acceptable which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing BankFinance Parties) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lxxxxx's participation in the Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter this Clause 34.5 (Replacement of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and ) shall be subject to the execution and delivery following conditions: (i) the Borrower shall have no right to replace the Administrative Facility Agent by or the Security Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to any Obligor 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 ten Business Days after the date on which that Lxxxxx is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 34.5 (Replacement of documentation satisfactory Lender) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the commencement checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Borrower when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Borrower or the taking Facility Agent (at the request of possession by, the Borrower) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (bii) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (iii) Lenders whose Commitments aggregate, in the case of a consent, waiver or amendment requiring the approval of all the Lenders, 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 waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a "Non-Consenting Lender".

Replacement of Lender. In If the event that a Replacement Event (as defined below) occurs and Borrower is continuing with respect 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(c), 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”), 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(c) (with the Assignment Fee payable pursuant to said Section 11.7(c) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced Lender, an amount equal to the Borrowers may designate another financial institution sum of (such financial institution being herein called a "Replacement Lender"A) acceptable an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent, and which is not a Borrower or Agent an Affiliate of the Borrowers, amount equal to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued amounts owed by such LenderReplaced Lender to the Administrative Agent under this Agreement, including, without recourse to or representation or warranty bylimitation, or expense to, such Lender for a purchase price an amount equal to the principal of, and all accrued interest on, all outstanding principal Loans of the Replaced Lender, a corresponding amount of which was made available by the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject Administrative Agent to the execution Borrower pursuant to Section 3.1 and delivery which has not been repaid to the Administrative Agent by such Replaced Lender or the Replacement Lender Borrower, and (ii) all obligations of documentation satisfactory the Borrower owing to the Administrative Agent Replaced Lender (pursuant 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 which such Replacement Replaced Lender shall assume concurrently with such replacement. Upon the obligations execution of such original Lender under the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Agreement)Section 3.13, the Replacement Lender shall succeed to the rights and obligations of such become a Lender hereunder and such the Replaced Lender shall no longer be cease to constitute a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender hereunder, except with respect to any event occurring or obligations arising before such replacement shall indemnification provisions under this Agreement that are intended to survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing termination of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsCommitments.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect 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, 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 Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "“Replacement Lender"”) acceptable to selected by the Administrative AgentCompany, and which is not a Borrower or an Affiliate acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest and/or fees arising under Clause 12 (Fees), Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 35 shall be subject to the execution and delivery 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 Administrative 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 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 any waiver or amendment to the Finance Documents requested by the Replacement Company; and (iv) in no event shall the Lender of documentation satisfactory replaced under this paragraph (b) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) 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 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 waiver or amendment, then any Lender who does not and continues not to make future claims under consent or agree to such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) In the event that (x) the Company receives from a Replacement Event Lender a certificate requesting an amount be paid to such Lender under Section 1.4(e), 2.7 or 2.8 hereof and the Required Lenders have not similarly made requests for payment arising out of the same circumstances or (as defined belowy) occurs the obligation of any Lender to make or maintain any LIBOR Portion has terminated under Section 2.5 or 2.6 hereof and is continuing the obligations of the Required Lenders to make or maintain LIBOR Portions have not similarly terminated by reason of the same circumstances, then the Company may request any other Lender or Lenders hereunder to assume in full the Commitments then in effect of the Lender requesting such amount be paid or whose obligations with respect to any Lender, the Borrowers may designate another financial institution LIBOR Portions have so terminated (such financial institution Lender in each case being herein called a referred to as the "Replacement Replaceable Lender") acceptable to the Administrative Agent), and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Notes issued to the Replaceable Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for at a purchase price equal to the outstanding principal amount of such Notes and the Loans payable to such Lender plus Replaceable Lender's share of any accrued but and unpaid interest on such Loans Notes plus accrued and accrued but unpaid commitment fees and letter of credit fees owing owed to such the Replaceable Lender, and upon such assumption, purchase and substitutionif any Lender or Lenders in their sole discretion agree so to assume in full the Commitments of the Replaceable Lender (each an "Assuming Lender"), and subject after payment by the Company to the execution Replaceable Lender of all amounts due under this Agreement to such Lender (including any amount specified as due in a certificate submitted under Section 1.4(e), 2.7 or 2.8 hereof) not so paid by the 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 Company may nominate one or more Lenders not then party to this Agreement so to assume in full the Commitments of the Replaceable Lender, and delivery if such nominated Lender or Lenders are acceptable to the Administrative Agent by and Required Lenders (excluding the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this AgreementReplaceable Lender), such 16 assumption shall take place in the Replacement Lender shall succeed to the rights manner set forth in subsection (b) below and obligations of each such Lender or Lenders shall become a Lender hereunder (each a "New Lender") and such the Replaceable Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or hereunder. (b) In the making event a Replaceable Lender's Commitments are to be assumed in full by an Assuming Lender or a New Lender, then such assumption shall take place on a date acceptable to the Company, 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 any claim by any all amounts due under this Agreement to the Replaceable Lender under Section 2.8(b)and the execution of such instruments and documents as shall, 12.3 or 12.5, unless in the changing reasonable opinion of the lending office by such Administrative Agent, be reasonably necessary or appropriate for the Assuming Lender would obviate the need of such or New Lender to make future claims under 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 SectionsReplaceable Lender shall remain a party hereto and its Commitments shall remain in effect.

Replacement of Lender. In the event that 36.6.1 If: 36.6.1.1 any Lender becomes a Replacement Event Non-Consenting Lender (as defined in Clause 36.6.4 below); or 36.6.1.2 an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) occurs and is continuing with respect or to pay additional amounts pursuant to Clause 14.2 (Tax Gross-Up), Clause 14.3 (Tax Indemnity) or Clause 15 (Increased Costs) to any Lender, then the Borrowers may designate another Company may, on 10 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 25 (Change to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "Replacement Lender") selected by the Company, which is acceptable to the Administrative Agent, Agent and which is not a Borrower or an Affiliate confirms its willingness to assume and does assume all the obligations of the Borrowers, transferring Lender in accordance with Clause 25 (Changes to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing BankLenders) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro-Rate Interest Settlement), Break Costs and upon such assumption, purchase other amounts payable in relation thereto under the Finance Documents. Such transfer shall be deemed (subject to satisfaction of Clause 25.5.2 (Conditions of Transfer)) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate executed by it to the Lender concerned and substitution, and pays the relevant amount to the Agent. 36.6.2 The replacement of a Lender pursuant to this Clause 36.6 shall be subject to the execution and delivery following conditions: 36.6.2.1 the Company shall have no right to replace the Agent; 36.6.2.2 neither the Agent nor the Lender shall have any obligation to the Administrative Agent by Company to find a Replacement Lender; 36.6.2.3 in the Replacement event of a replacement of a Non-Consenting Lender of documentation satisfactory such replacement must take place no later than 30 days after the date on which that Lender is deemed a Non- Consenting Lender; 36.6.2.4 in no event shall the Lender replaced under this Clause 36.6 be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and 36.6.2.5 the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder pursuant to Clause 36.6.1 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and such regulations in relation to that transfer. 36.6.3 A Lender shall no longer be a party hereto or have any rights hereunder provided that perform the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionschecks described in Clause 36.6.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Administrative Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowersany Borrower, to assume such Lender's ’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent insolvent, (b) such Lender shall become a Defaulting Lender, or (bc) the making of any claim by any Lender under Section 2.8(b)Sections 12.3, 12.3 or 12.5, or 12.6 unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (d) below); or (ii) occurs and is continuing the Company becomes obliged to repay any amount in accordance with respect 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 becomes a Defaulting Lender, then the Borrowers may designate another financial institution Company may, on fifteen (such financial institution being herein called a "Replacement Lender"15) acceptable Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, 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 “Replacement Lender”) selected by the Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’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 upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 32.7 shall be subject to the execution and delivery 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 Administrative Agent by Company to find a Replacement Lender; (iii) in the Replacement 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 documentation satisfactory Commitments to the Administrative Agent (pursuant all Lenders) be required to which pay or surrender to such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the commencement checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) 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 taking Agent (at the request of possession by, the Company) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (bii) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, 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 waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) In the event that (x) the Company receives from a Replacement Event Lender a certificate requesting an amount be paid to such Lender under Section 2.7, 2.8 or 2.9 hereof and the Required Lenders have not similarly made requests for payment arising out of the same circumstances or (as defined belowy) occurs the obligation of any Lender to make or maintain any LIBOR Portion has terminated under Section 2.5 or 2.6 hereof and is continuing 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 Company may request other Lenders hereunder to assume in full the Commitments then in effect of the Lender requesting such amount be paid or whose obligations with respect to any LIBOR Portions have so terminated or of such Defaulting Lender, as the Borrowers case may designate another financial institution be (such financial institution Lender in each case being herein called a referred to as the "Replacement Replaceable Lender") acceptable to the Administrative Agent), and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Notes issued to the Replaceable Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for at a purchase price equal to the outstanding principal amount of such Notes and the Loans payable to such Lender plus Replaceable Lender's share of any accrued but and unpaid interest on such Loans Notes plus accrued and accrued but unpaid commitment fees and letter of credit fees owing owed to such the Replaceable Lender, and upon such assumption, purchase and substitutionif any Lender or Lenders in their sole discretion agree so to assume in full the Commitments of the Replaceable Lender (each an "Assuming Lender"), and subject after payment by the Company to the execution Replaceable Lender of all amounts due under this Agreement to such Lender (including any amount specified as due in a certificate submitted under Section 2.7, 2.8 or 2.9 hereof) not so paid by the 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 Company may nominate one or more Lenders not then party to this Agreement so to assume in full the Commitments of the Replaceable Lender, and delivery if such nominated Lender or Lenders are acceptable to the Administrative Agent by Required Lenders (excluding the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this AgreementReplaceable Lender), such assumption shall take place in the Replacement Lender shall succeed to the rights manner set forth in subsection (b) below and obligations of each such Lender or Lenders shall become a Lender hereunder (each a "New Lender") and such the Replaceable Lender shall no longer be a party hereto or have any rights hereunder provided hereunder. (b) In the event a Replaceable Lender's Commitments are to be assumed in full by an Assuming Lender or a New Lender, then such assumption shall take place on a date acceptable to the Company, 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 the Replaceable Lender and the execution of such instruments and documents as shall, in the reasonable opinion of the Agent, be reasonably necessary or appropriate for the Assuming Lender or New Lender to 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 remain a party hereto and its Commitments shall remain in effect. (c) The rights and remedies against a Defaulting Lender under this Agreement, including without limitation this Section 4.3, are in addition to other rights and remedies that the obligations of the Borrowers to indemnify Company may have against such Defaulting Lender with respect to any event occurring Loan which such Defaulting Lender has not funded, and that the Agent, or obligations arising before any Lender may have against such replacement shall survive such replacement. "Replacement Event" means, Defaulting Lender with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsLoan.

Replacement of Lender. In the event that a Replacement Event any Lender or, to the extent applicable, any Participant (as defined below) occurs and is continuing with respect to any Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Affected Lender"): (a) acceptable fails to perform its obligations to fund any portion of any Loan when required to do so by the Administrative Agent, and which is not a Borrower or an Affiliate terms of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty bythis Agreement, or expense toany other present or future agreement or instrument from time to time entered into among the Company, such Lender for a purchase price equal to the outstanding principal amount any of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans its Subsidiaries and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent or any Lender relating to this Agreement, or fails to provide its portion of any Eurodollar Loan or to convert Base Rate Loans into Eurodollar Loans on account of any Regulatory Change; (b) demands payment under the provisions of Section 5.01 in an amount materially in excess of the amounts with respect thereto demanded by the Replacement other Lenders; (c) refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of all of the Lenders under Section 11.04 that is consented to by all of the other Lenders; then, so long as no Event of Default exists, the Company shall have the right to seek a replacement Lender of documentation which is reasonably satisfactory to the Administrative Agent (pursuant to which such the "Replacement Lender"). The Replacement Lender shall purchase the interests of the Affected Lender in the Loan and its Commitment and shall assume the obligations of the Affected Lender hereunder upon execution by the Replacement Lender of an Assignment and Acceptance and the tender by it to the Affected Lender of a purchase price agreed between it and the Affected Lender (or, if they are unable to agree, a purchase price in the amount of the Affected Lender's percentage interest in any Loan or appropriate credit support for contingent amounts included therein, and all other outstanding obligations payable hereunder then owed to the Affected Lender). Upon consummation of such original Lender under this Agreement)assignment, the Replacement Lender shall succeed to become a party this Agreement as a signatory hereto and shall have all the rights and obligations of such the Affected Lender hereunder and such under this Agreement, the Affected Lender shall be released from its obligations hereunder, and no longer further consent or action by any party shall be a party hereto or have any rights hereunder provided that required. The Company shall sign such documents and take such other actions reasonably requested by the obligations Replacement Lender to enable it to share in the benefits of the Borrowers rights created by this Agreement. Until the consummation of an assignment in accordance with the forgoing provisions of this Section 11.07, the Company shall continue to indemnify such pay the Affected Lender with respect any amounts payable pursuant to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsthis Agreement as they become due and payable.

Replacement of Lender. In If (x) the event that a Replacement Event (as defined below) occurs and Borrower is continuing with respect obligated to pay to any Lender any amount under Section 3.06 or Section 3.10, the Borrower shall have the right within 90 days thereafter or (y) any Lender shall be a Defaulting Lender, the Borrowers may designate another financial institution Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, in accordance with the requirements of Section 10.07(b) and only if no Default shall exist, to replace such Lender (such financial institution being herein called the “Replaced Lender”) with one or more Eligible Assignees (each a "“Replacement Lender") ”), reasonably acceptable to the Administrative Agent, provided, that (i) at the time of any replacement pursuant to this Section 3.12, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 10.07(b) (with the processing and recordation fee referred to in Section 10.07(b) payable pursuant to said Section 10.07(b) to be paid by the Replacement Lender) pursuant to which is not a Borrower or an Affiliate the Replacement Lender shall acquire the Commitment and the outstanding Loans of the BorrowersReplaced Lender and, to assume such Lender's Revolving Loan Commitment hereunderin connection therewith, to purchase shall pay the Loans and participations of such Lender and such Lender's rights hereunder and following: (if such Lender is an Issuing Banka) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such the Replaced Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price an amount equal to the sum of (A) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding principal amount Loans of the Loans payable Replaced Lender and (B) an amount equal to such Lender plus any accrued all accrued, but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit unpaid, fees owing to the Replaced Lender and (b) to 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 and unpaid interest on, all outstanding Loans of the Replaced Lender, and upon such assumption, purchase and substitution, and subject a corresponding amount of which was made available by the Administrative Agent to the execution Borrower pursuant to Section 3.01 and delivery which has not been repaid to the Administrative Agent by such Replaced Lender or the Replacement Lender Borrower, and (ii) all obligations of documentation satisfactory the Borrower owing to the Administrative Agent Replaced Lender (pursuant 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 which such Replacement Replaced Lender shall assume concurrently with such replacement. Upon the obligations execution and delivery of such original Lender under the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Agreement)Section 3.12, the Replacement Lender shall succeed to the rights and obligations of such become a Lender hereunder and such the Replaced Lender shall no longer be cease to constitute a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such 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 event occurring or obligations arising before such replacement shall survive such Replaced Lender prior to the date of its replacement. "Replacement Event" meansSolely for the purpose of calculating break funding payments under Section 3.05, with respect the assignment by any Replaced Lender of any Term SOFR Loan prior to any Lender, the last day of the Interest Period applicable thereto pursuant to clause (ax) of this Section 3.12 shall be deemed to constitute a prepayment by the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator Borrower of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsTerm SOFR Loan.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Administrative Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowersany Borrower, to assume such Lender's ’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or such Lender shall become a Defaulting Lender or (b) the making of any claim by any Lender under Section Sections 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below); (ii) occurs and is continuing any Lender becomes a Non-Funding Lender (as defined in paragraph (d) below); or (iii) an Obligor becomes obliged to repay any amount in accordance with respect Clause 12.1 (Illegality) or to pay additional amounts pursuant to Clause 20.1 (Increased Costs) or Clause 19.2 (Tax gross-up) to any Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Lender in excess of amounts payable to the Administrative Agentother Lenders generally; or it becomes unlawful for a Lender (in its capacity as Issuing Lender) to issue or leave outstanding any Letter of Credit in accordance with Clause 12.2 (Illegality in relation to Issuing Bank), and which is then the Company may, on not a Borrower or an Affiliate of less than 10 Business Days’ prior written notice to the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Facility Agent and such Lender's rights hereunder and , either: (if iv) replace such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, requiring such Lender for a purchase price equal to (and such Lender shall) transfer pursuant to Clause 31 (Changes to the outstanding principal amount Lenders) all (and not part only) of its rights and obligations under this Agreement to a Replacement Lender; or (v) prepay such Non-Consenting Lender’s or, as the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter case may be, Non-Funding Lender’s Commitments in the relevant Facility using the proceeds of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject Equity Investment and/or Retained Excess Cash (to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender extent not used for another purpose under this Agreement). (b) The replacement of a Lender pursuant to this Clause shall be subject to the following conditions: (i) the Company shall have no right to replace the Facility Agent or Security Agent; (ii) neither the Facility Agent nor the Lender shall (under this Clause 41.3 or under Clause 12.1 (Illegality)) have any obligation to the Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender or Non-Funding Lender such replacement must take place no later than 60 days after the date the Non-Consenting Lender or Non-Funding Lender notifies the Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Company; (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender shall succeed any of the fees received by such Lender pursuant to the rights Finance Documents; and (v) in the case of a replacement of a Lender to which an Obligor becomes obliged to pay additional amounts pursuant to Clause 19.2 (Tax gross-up) or Clause 20.1 (Increased Costs) or Clause 12.1 (Illegality) such Obligor shall pay such additional amounts to such Lender prior to such Lender being replaced and obligations the payment of such Lender hereunder and such Lender additional amounts shall no longer be a party hereto or have any rights hereunder provided that condition to the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender. (c) In the event that: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (ii) the waiver or amendment in question requires the consent of the Super-Majority Lenders or all the Lenders; and (iii) Lenders whose Commitments aggregate more than 66 2/3 per cent. of the Total Commitments (or, 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 to such waver or amendment, then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”. (d) Any Lender which fails to participate in a Loan it is obliged to make under this Agreement, or such Lender has given notice to the declaration Facility Agent or the Company that it will not make or that it has disaffirmed or repudiated any obligation to participate in a Loan, shall be deemed a “Non-Funding Lender”. (e) For the avoidance of doubt, a request by the appropriate regulatory authority that such Lender is insolvent Company pursuant to paragraph (a)(i) of Clause 4.3 (Conditions relating to Optional Currencies) shall not be deemed a waiver or amendment for the purposes of Clause 41.1 (bRequired consents) the making or this Clause 41.3 (Replacement of any claim by any Lender under Section 2.8(bLender), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that a Replacement Event (as defined belowa) occurs and is continuing with respect If at any time any Obligor becomes obliged to pay additional amounts described in Clauses 12 (Taxes), 13.1 (Illegality) or 13.2 (Increased Costs) to any Lender, the Borrowers then Bidco may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable on 10 Business Days’ prior written notice to the Administrative AgentFacility Agent and such Lender (aa) repay all the outstanding principal amount of such Xxxxxx’s participation in the outstanding advances and all accrued interest and fees and other amounts payable to that Lender hereunder; or (bb) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27.3 (Assignments and Transfers by Lenders) all of its rights and obligations under this Agreement to a Lender or another bank, financial institution, fund or other entity selected by Bidco and which is (unless any such Lender continues to be fully liable for its obligations to the Issuing Lender under any relevant Lender Guarantee or Letter of Credit) has been approved by the Issuing Lender (which approval shall not a Borrower or an Affiliate be unreasonably withheld) which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Xxxxxx (including the assumption of the transferring Xxxxxx’s participation on the same basis as the transferring Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of such Xxxxxx’s participation in the Loans outstanding Advances and all accrued interest and fees and other amounts payable to that Lender hereunder. (b) The repayment or replacement of a Lender pursuant to this Clause 13.6 (Replacement of Lender) shall be subject to the following conditions: (i) neither the Facility Agent nor the Security Agent may be replaced without the consent of the Majority Lenders; (ii) neither the Facility Agent nor any Lender shall have any obligation to the Group to find a replacement Lender or other such entity; (iii) such repayment or replacement must take place no later than 180 days after the date the relevant Lender has demanded payment of additional or increased amounts under Clause 12 (Taxes), 13.1 (Illegality) or 13.2 (Increased Costs) as the case may be; (iv) in 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 Xxxxxx replaced pursuant to this Agreement; and (v) to the extent that the repayment or replacement of a Lender results from any Obligor becoming obliged to pay additional amounts pursuant to Clause 12 (Taxes) or 13.2 (Increased Costs) the Obligor shall pay any such additional amounts to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing prior to such Lender, Lender being repaid or replaced and upon the payment of such assumption, purchase and substitution, and subject additional amounts shall be a condition to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto repayment or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that (a) If, at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below); (ii) occurs and except to the extent it is continuing permitted to do so under this Agreement, any Lender refuses or fails to fund an advance or repudiates an obligation to fund an advance; or (iii) an Obligor becomes obliged to repay any amount in accordance with respect Clause 14.1 (Illegality) or to pay additional amounts pursuant to Clause 19.5 (Tax gross-up) or Clause 20.1 (Increased Costs) to any LenderLender in excess of amounts payable to the other Lenders generally, or the Borrowers may designate another provisions of Clause 17.2 (Market disruption) apply, then the Obligors’ Agent may, at any time up to 30 days after the date on which the circumstances referred to in sub-paragraphs (i) or (ii) above occur or at any time that any of the circumstances referred to in sub-paragraph (iii) above are continuing, give a written notice (a Written Notification) to the Facility Agent and the relevant Lender that it intends to replace that Lender by requiring that Lender to (and the 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 one or more Lenders or other banks, financial institution institutions or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (such financial institution being herein called a "Replacement Lender") acceptable selected by the Obligors’ Agent which confirm their willingness to assume and do assume all the Administrative Agent, and which is not a Borrower or an Affiliate obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such 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 Loans payable to such Lender plus any accrued but unpaid interest on such outstanding Loans and all accrued but unpaid commitment fees interest, Break Costs and letter other amounts payable in relation thereto under the Finance Documents. (b) The replacement of credit fees owing a Lender pursuant to such Lender, and upon such assumption, purchase and substitution, and this Clause 44.3 shall be subject to the execution and delivery following conditions: (i) neither the Facility Agent nor the Lender shall have any obligation to the Administrative Obligors’ Agent by to find a Replacement Lender; (ii) such replacement must take place no later than 20 days after the date the Written Notification is delivered to the Facility Agent and the relevant Lender; and (iii) in no event shall the Lender replaced under this Clause 44.3 be required to pay or surrender to the Replacement Lender any of documentation satisfactory the fees received by that Lender pursuant to the Administrative Finance Documents. (c) In the event that: (i) the Obligors’ Agent or the Facility Agent (pursuant to which such Replacement Lender shall assume at the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations request of the Borrowers Obligors’ Agent) has requested the Lenders to indemnify such Lender with respect consent to a waiver or amendment of any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, provisions of the Finance Documents; (aii) the commencement waiver or amendment in question requires the consent of or all the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or Lenders; and (biii) the making of any claim by Super-Majority Lenders have consented to such waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to agree to such waiver or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsamendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. In If (w) any Lender requests compensation under Section 3.1, or if the event that a Replacement Event (as defined below) occurs and Borrower is continuing with respect required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity or compensation, (x) any Lender is a Defaulting Lender or a Non-Consenting Lender, the Borrowers may (y) any Lender’s obligation to make or to convert or continue outstanding Loans or Advances as EurodollarSOFR Loans or EurodollarSOFR Advances has been suspended pursuant to Section 3.3, and, in each such case, such Lender has declined or is unable to promptly designate another financial institution a different Lending Installation in accordance with Section 3.7 which would eliminate any further suspension or (such financial institution being herein called a "Replacement Lender"z) acceptable in addition to the Administrative Agent, and which is not a Borrower or an Affiliate rights of the BorrowersBorrower under Section 2.21, any Lender is a Non-Extending Lender and the Required Lenders have approved the related Extension Request, then the Borrower may, at its sole expense and effort, upon notice to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if the Agent, require such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderassign and delegate, without recourse (in accordance with and subject to or representation or warranty the restrictions contained in, and consents required by, Section 12.3 (which for the avoidance of doubt shall not include the consent of the affected Lender)), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or expense to3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Agent shall have received the assignment fee specified in Section 12.3.3 unless waived by the Agent; (ii) such Lender for a purchase price shall have received payment of an amount equal to the outstanding principal amount of the its Loans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender it hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that under the obligations of the Borrowers to indemnify such Lender other Loan Documents (including (other than with respect to any event occurring Defaulting Lender) any amounts under Section 3.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or obligations arising before the Borrower (in the case of all other amounts); (iii) in the case of any such replacement assignment resulting from (x) a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments thereafter or (y) a suspension under Section 3.3, such assignment shall survive be made to a Lender or Eligible Assignee which is not subject to such replacement. "Replacement Event" means, a suspension; (iv) such assignment does not conflict with respect to Applicable Law; and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (a) the commencement applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office waiver by such Lender would obviate or otherwise, the need of circumstances entitling the Borrower to require such Lender assignment cease to make future claims under such Sectionsapply.

Replacement of Lender. In Within forty-five (45) days after: (i) receipt by the event Borrower Representative of written notice and demand from (A) any Lender that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower Agent or an Affiliate of Agent (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 Borrowers 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 Borrowers may, at their option, notify (A) in the case of clause (i)(A) or (ii) above, Agent and such Affected Lender (or such non-consenting Lender) of the Borrowers’ intention to obtain, to assume at the Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender's Revolving Loan Commitment hereunder), to purchase or (B) in the Loans case of clause (i)(B) above, Agent, such Affected SPV/Participant, if known, and participations of such the applicable Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse a “Participating Lender”) that (1) granted to such Affected SPV/Participant the option to make all or representation any part of any Loan that such Participating Lender would otherwise be required to make hereunder or warranty by(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, or expense toof the Borrowers’ intention to obtain, such at the Borrowers’ expense, a Replacement Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Participating Lender, and upon such assumptionin each case, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume be reasonably satisfactory to Agent. In the obligations event the Borrowers obtain 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 the case may be, shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that the Borrowers have reimbursed such Affected Lender or Affected SPV/Participant, as applicable, for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such original sale and assignment, and in the case of a Participating Lender under this Agreement)being replaced by a Replacement Lender, (x) all right, title and interest in and to the Obligations and Commitments so assigned to the Replacement Lender shall succeed be assigned free and clear of all Liens or other claims (including pursuant to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.underlying option or

Replacement of Lender. In the event that a Replacement Event any Lender or, to the extent applicable, any Credit Participant (as defined belowthe "Affected Lender"): (a) occurs and is continuing fails to perform its obligations to fund any portion of the Loan on any Closing Date when required to do so by the terms of the Credit Documents; (b) demands payment under the provisions of Section 3.4 in an amount materially in excess of the amounts with respect thereto demanded by the other Lenders; or (c) refuses to any Lenderconsent to a proposed amendment, modification, waiver or other action requiring consent of the holders of one hundred percent (100%) of the Percentage Interests under Section 19.1 that is consented to by Lenders owning at least eighty percent (80%) of the Percentage Interests; then, so long as no Event of Default exists, the Borrowers may designate another financial institution Company shall have the right to seek a replacement lender which is reasonably satisfactory to the Agent (such financial institution being herein called a the "Replacement Lender") acceptable to ). The Replacement Lender shall purchase the Administrative Agentinterests of the Affected Lender in the Loan, and which is not a Borrower or an Affiliate its Commitment and shall assume the obligations of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Affected Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of under the other Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and Documents upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory an Assignment and Acceptance and the tender by it to the Administrative Agent Affected Lender of a purchase price agreed between it and the Affected Lender (or, if they are unable to agree, a purchase price in the amount of the Affected Lender's Percentage Interest in the Loan, or appropriate credit support for contingent amounts included therein, and all other outstanding Credit Obligations then owed to the Affected Lender). No assignment fee pursuant to which Section 15.1.1(ii) shall be required in connection with such Replacement Lender shall assume the obligations assignment. Upon consummation of such original Lender under this Agreement)assignment, the Replacement Lender shall succeed become party to this Agreement as a signatory hereto and shall have all the rights and obligations of such the Affected Lender under this Agreement and the other Credit Documents with a Percentage Interest equal to the Percentage Interest of the Affected Lender, the Affected Lender shall be released from its obligations hereunder and under the other Credit Documents, and no further consent or action by any party shall be required. Upon the consummation of such assignment, the Company, the Agent and the Affected Lender shall no longer be make appropriate arrangements so that a party hereto or have any rights hereunder provided that new Note is issued to the obligations Replacement Lender if it has acquired a portion of the Borrowers to indemnify Loan. The Company and the Guarantors shall sign such Lender with respect to any event occurring or obligations arising before documents and take such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration other actions reasonably requested by the appropriate regulatory authority that such Replacement Lender is insolvent or (b) to enable it to share in the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing benefits of the lending office rights created by such the Credit Documents. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 15.3, the Company shall continue to pay to the Affected Lender would obviate the need of such Lender to make future claims under such Sectionsany Credit Obligations as they become due and payable.

Replacement of Lender. In the event that (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (d) below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect 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 becomes a Defaulting Lender or ceases to have a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Xxxxx’x Investor Services Limited or a comparable rating from an internationally recognised credit rating agency, then the Borrowers may designate another financial institution Company may, on fifteen (such financial institution being herein called a "Replacement Lender"15) acceptable Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, such Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution or other entity (a “Replacement Lender”) selected by the Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.10 (Pro-rata interest settlement)), Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 34.7 shall be subject to the execution and delivery following conditions: (i) the Company shall have no right to replace the Agent or Security Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Agent by Company to find a Replacement Lender; (iii) in the Replacement 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 34.4 (Requirement to offer extension of documentation satisfactory Commitments to the Administrative Agent (pursuant all Lenders) be required to which pay or surrender to such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the commencement checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) 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 taking Agent (at the request of possession by, the Company) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (bii) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, 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 waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In If (x) the event that a Replacement Event (as defined below) occurs and Borrower is continuing with respect obligated to pay to any Lender any amount under Section 3.06 or Section 3.10, the Borrower shall have the right within 90 days thereafter or (y) any Lender shall be a Defaulting Lender, the Borrowers may designate another financial institution Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, in accordance with the requirements of Section 10.07(b) and only if no Default shall exist, to replace such Lender (such financial institution being herein called the “Replaced Lender”) with one or more Eligible Assignees (each a "“Replacement Lender") ”), reasonably acceptable to the Administrative Agent, provided, that (i) at the time of any replacement pursuant to this Section 3.12, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 10.07(b) (with the processing and recordation fee referred to in Section 10.07(b) payable pursuant to said Section 10.07(b) to be paid by the Replacement Lender) pursuant to which is not a Borrower or an Affiliate the Replacement Lender shall acquire the Commitment and the outstanding Loans of the BorrowersReplaced Lender and, to assume such Lender's Revolving Loan Commitment hereunderin connection therewith, to purchase shall pay the Loans and participations of such Lender and such Lender's rights hereunder and following: (if such Lender is an Issuing Banka) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such the Replaced Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price an amount equal to the sum of (A) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding principal amount Loans of the Loans payable Replaced Lender and (B) an amount equal to such Lender plus any accrued all accrued, but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit unpaid, fees owing to the Replaced Lender and (b) to 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 and unpaid interest on, all outstanding Loans of the Replaced Lender, and upon such assumption, purchase and substitution, and subject a corresponding amount of which was made available by the Administrative Agent to the execution Borrower pursuant to Section 3.01 and delivery which has not been repaid to the Administrative Agent by such Replaced Lender or the Replacement Lender Borrower, and (ii) all obligations of documentation satisfactory the Borrower owing to the Administrative Agent Replaced Lender (pursuant 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 which such Replacement Replaced Lender shall assume concurrently with such replacement. Upon the obligations execution and delivery of such original Lender under the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Agreement)Section 3.12, the Replacement Lender shall succeed to the rights and obligations of such become a Lender hereunder and such the Replaced Lender shall no longer be cease to constitute a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such 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 event occurring or obligations arising before such replacement shall survive such Replaced Lender prior to the date of its replacement. "Replacement Event" meansSolely for the purpose of calculating break funding payments under Section 3.05, with respect the assignment by any Replaced Lender of any Eurodollar Loan prior to any Lender, the last day of the Interest Period applicable thereto pursuant to clause (ax) of this Section 3.12 shall be deemed to constitute a prepayment by the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator Borrower of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsEurodollar Loan.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect Clause 11.1 (Illegality in relation to a Lender or the Issuing Bank) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on five 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 Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called in this Clause, a "“Replacement Lender"”) acceptable to selected by the Administrative AgentParent, and which is not acceptable to the Agent (acting reasonably) and (in the case of any transfer of a Borrower or an Affiliate Revolving Credit Facility Commitment), the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and upon such assumption, purchase and substitution, 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 execution and delivery following conditions: (i) the Parent shall have no right to replace the Agent or Security Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Parent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 10 Business Days after the date the Non-Consenting Lender notifies the Parent and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Replacement Parent; and (iv) in no event shall the Lender of documentation satisfactory replaced under this paragraph (b) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) In the event that: (i) the Parent or the Agent (at the request of the Parent) 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 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 waiver or amendment, then any Lender who does not and continues not to make future claims under consent or agree to such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that any Lender becomes a Replacement Event Delinquent Lender and remains so for ten (10) Business Days after written notice thereof to such Delinquent Lender from Agent or Borrower, as defined belowthe case may be, or in the event a Delinquent Lender notifies Agent or Borrower that it does not intend to make additional Advances after the date of such notice, in each case with copies of such notice to each other party to this Agreement, Agent, Borrower and the other Lender shall exercise good faith efforts to reach mutual agreement on and to implement (i) occurs a means of replacing the Delinquent Lender with another bank or banks or (ii) the purchase of the Delinquent Lender's Loans Outstanding and is continuing with respect to its Commitment Share by any other Lender, the Borrowers may designate another financial institution (PROVIDED, HOWEVER, no such financial institution being herein called a "Replacement Lender") acceptable default shall obligate any other Lender to the Administrative Agent, and which is not a Borrower make any Advance in excess of its Commitment Share or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans Outstanding of the Delinquent Lender. Each Lender agrees that in the event that it becomes a Delinquent Lender, it shall take all such actions as may be reasonably requested by Borrower, Agent and participations of such Lender and such any other Lenders, at the Delinquent Lender's rights hereunder sole cost and (if such Lender is an Issuing Bank) expense, to issue Letters permit its replacement and/or purchase of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to its Loans Outstanding and its Commitment Share at no more than the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and Outstanding plus accrued but unpaid commitment fees and letter of credit fees owing to such Lenderinterest thereon, and upon such assumptionthat it shall indemnify and hold harmless Borrower, Agent and any other Lender from and against all out-of-pocket loss, cost or expense resulting from its acts or omissions in becoming and being a Delinquent Lender or resulting from replacement of the Delinquent Lender and/or purchase of the Delinquent Lender's Loans Outstanding and substitutionits Commitment Share, and subject to all out-of-pocket costs and expenses incurred by Borrower, Agent or any other Lender in connection with any necessary amendments of this Agreement, any of the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to Notes and/or any other document, instrument or agreement entered into in connection therewith which such Replacement Lender shall assume the obligations result from replacement of such original Delinquent Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations and/or purchase of such Delinquent Lender's Loans Outstanding and its Commitment Share, but excluding any credit risk of any Lender hereunder which purchases all or any part of the Delinquent Lender's Loans Outstanding and such Lender its Commitment Share. The indemnifications set forth in this Section 4.06 shall no longer not be a party hereto or have deemed to limit any rights hereunder provided that the obligations or remedies of the Borrowers to indemnify such Lender with respect to any event occurring Borrower or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless against the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsDelinquent Lender.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a the Borrower or an Affiliate of the BorrowersBorrower, to assume such Lender's Revolving Loan Commitment hereunder, Xxxxxx’s Commitments hereunder and to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderhereunder, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount par value of the Loans payable Obligations owed to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lenderunder the Loan Documents, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers Borrower to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "The Administrative Agent is hereby irrevocably appointed as attorney-in-fact to execute any such documentation on behalf of any Replacement Lender if such Replacement Lender fails to execute same within five (5) Business Days after being presented with such documentation. “Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or insolvent; (b) the making of any claim by any Lender under Section 2.8(b2.9(b), 12.3 11.2, 11.3 or 12.511.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections; (c) such Xxxxxx’s becoming a Defaulting Lender; or (d) such Lender refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Commitments or 100% of the affected Lenders under Section 10.12 that is consented to by the Required Lenders prior to the replacement of any such Lenders in connection therewith.

Replacement of Lender. In If (w) any Lender requests compensation under Section 3.1, or if the event Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity, compensation or payment, (x) any Lender is a Defaulting Lender or a Non-Consenting Lender, (y) any Lender’s obligation to make or to convert or continue outstanding Loans or Advances as Eurodollar Loans or Eurodollar Advances has been suspended pursuant to Section 3.2, and, in each such case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further suspension or (z) in addition to the rights of the Borrower under Section 2.21, any Lender is a Non-Extending Lender and the Required Lenders have approved the related Extension Request, then, in each case, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate (provided that the failure by any such Lender that is a Replacement Event Defaulting Lender to execute an Assignment and Assumption Agreement shall not render such assignment invalid), without recourse (as defined belowin accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or 3.5) occurs and is continuing obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Borrower shall have received (i) the prior written consent of the Agent with respect to any assignee that is not already a Lender or an affiliate of a Lender hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) the consent of such assignee to the assignment, (iii) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable consent of the applicable assignee to the Administrative Agentapplicable amendment, waiver or consent and which is not (iv) in the case of an assignment resulting from a Borrower or an Affiliate Lender becoming a Non-Extending Lender, the consent of the Borrowers, applicable assignee to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and applicable Extension Request; (if such Lender b) the Agent shall have received the assignment fee specified in Section 12.3(c) unless (i) the assignor is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such a Defaulting Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent (ii) waived by the Replacement Lender of documentation satisfactory to Agent or (iii) the Administrative Agent assignee is another Lender; (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and c) such Lender shall no longer be a party hereto or have any rights received payment of an amount equal to its funded and outstanding principal balance of its Outstanding Credit Exposure, accrued interest thereon, accrued fees, and all other amounts payable to it hereunder provided that and under the obligations of the Borrowers to indemnify such Lender other Loan Documents (including (other than with respect to any event occurring or obligations arising before Defaulting Lender) any amounts under Section 3.4) from the assignee (to the extent of such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (aoutstanding principal and accrued interest and fees) the commencement of or the taking Borrower (in the case of possession byall other amounts); (d) in the case of any such assignment resulting from (i) a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.5, such assignment will result in a receiver, custodian, conservator, trustee reduction in such compensation or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent payments thereafter or (bii) the making of any claim by any Lender a suspension under Section 2.8(b)3.2, 12.3 such assignment shall be made to a Lender or 12.5Eligible Assignee which is not subject to such a suspension; and (e) such assignment does not conflict with Applicable Law. A Lender shall not be required to make any such assignment if, unless the changing prior thereto, as a result of the lending office a waiver by such Lender would obviate or otherwise, the need of circumstances entitling the Borrower to require such Lender assignment cease to make future claims under such Sectionsapply.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers may Borrower may, upon payment to such Lender, of any amounts owed to such Lender under Section 2.9 hereof as a result of the replacement of such Lender under this Section 10.16, designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a the Borrower or an Affiliate of the BorrowersBorrower, to assume such Lender's Revolving Loan ’s Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers Borrower to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" ” means, with respect to any Lender, (ai) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent insolvent, (ii) such Lender being unable to provide a certificate under Section 2.8(b)(ii)(A) or (bB), (iii) the making of any claim by Issuing Bank or any Lender requesting compensation under Section 2.8(b2.15(g), 12.3 11.3 or 12.511.5 as the case may be, unless the changing or (iv) any Lender requiring repayment of the lending office by such Lender would obviate the need of such Lender to make future claims its Eurodollar Advances under such SectionsSection 11.2.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined belowin clause 38.4(c)); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect clause 7.1 (Illegality) or to pay additional amounts pursuant to clause 15.1 (Increased costs) or clause 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent 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 26 (Changes to the Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "Replacement Lender") acceptable to selected by the Administrative AgentParent, and which is not a Borrower or an Affiliate acceptable to the Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this clause 38.4 shall be subject to the execution and delivery following conditions: (i) the Parent shall have no right to replace the Agent or Security Trustee; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Parent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date the Non-Consenting Lender notifies the Parent and the Agent of its failure or refusal to give a consent in relation to, or agree to any, waiver or amendment to the Finance Documents requested by the Replacement Parent; and (iv) in no event shall the Lender of documentation satisfactory replaced under this clause 38.4(b) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) In the event that: (i) the Parent or the Agent (at the request of the Parent) 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 the Lenders; and (iii) Lenders whose Commitments aggregate more than 90% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 90% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to make future claims under consent or agree to such Sectionswaiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. In the event that (a) If (i) at any time any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below) occurs and is continuing or a Non-Funding Lender; (ii) an Obligor becomes required to repay any amount in accordance with respect 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 invokes Clause 14.3 (Market Disruption), then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Company may, on five Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Facility Agent and such Lender's rights hereunder and : 124 63529049_1 (if iv) replace such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, 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 Replacement Lender) selected by the Company which confirms its willingness to assume and does assume all the obligations of the assigning or transferring Lender (including the assumption of the assigning or transferring Lender’s participations on the same basis as the assigning or transferring Lender) for a purchase price in cash payable at the time of assignment or transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans, all accrued interest (and any Break Costs) and fees and other 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 such it under this Agreement and cancel that Lender’s Available Commitments. (b) The replacement of a Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing pursuant to such Lender, and upon such assumption, purchase and substitution, and this Clause shall be subject to the execution and delivery 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 Administrative Agent by Company to find a Replacement Lender; and (iii) in no event shall the Replacement Lender of documentation satisfactory replaced under this Clause be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) In the event that: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (ii) the waiver or amendment in question requires the 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 waiver or amendment; and 125 63529049_1 (iv) if the waiver or amendment in question requires the consent of 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 (Illegality, Voluntary Prepayment and Cancellation) have consented to such waiver or amendment, then any Lender who refuses to make future claims under agree to such Sectionswaiver or amendment shall be deemed a Non‑Consenting Lender.

Replacement of Lender. In the event that 1. If: (a) any Lender becomes a Replacement Event Non-Consenting Lender (as defined belowin Clause 15.7.4); or (b) occurs and is continuing a Borrower or any other Security Party becomes obliged to repay any amount in accordance with respect Clause 6.1 or to pay additional amounts pursuant to Clause 17.3, Clause 8.12.1 or Clause 8.7 to any Lender, then the Borrowers may designate another may, on ten (10) 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 14 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of selected by the Borrowers, which confirms its willingness to assume such Lender's Revolving Loan Commitment hereunder, to purchase and does assume all the Loans and participations obligations of such the transferring Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender accordance with Clause 14 for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender's participation in the outstanding Loan and all accrued interest, Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. 2. The replacement of a Lender pursuant to this Clause 15.7 shall be subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, following conditions: (a) the commencement of or Borrowers shall have no right to replace the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or Agent; (b) neither the making Agent nor the Lender shall have any obligation to the Borrowers to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than thirty (30) Business Days after the date on which that Lender is deemed a Non-Consenting Lender; LONLIVE\24155284.5 Page 38 00-00-00000\Draft(4)\29 March 2016 (d) in no event shall the Lender replaced under this Clause 15.7 be required to pay or surrender to such Replacement Lender any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need of such Finance Documents; and (e) the Lender shall only be obliged to make future claims transfer its rights and obligations pursuant to Clause 15.7.1 once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under such Sectionsall applicable laws and regulations in relation to that transfer. 3. A Lender shall perform the checks described in Clause 15.7.2

Replacement of Lender. (a) In the event that (i) any Lender requests compensation pursuant to Section 12.2 or 12.4, (ii) the obligation of any Lender to make or continue its proportionate interest in the Loans or the Commitments is terminated pursuant to Section 12.1, (iii) the obligation of any Lender to make or continue LIBOR Rate Advances shall be suspended pursuant to Section 12.3, or (iv) any Lender becomes insolvent or fails to make any Advance in response to a Replacement request for borrowing by the Borrower where the Majority Lenders have made the respective Advances to be made by them in response to such request, then, so long as such condition exists and no Event (as defined below) occurs of Default has occurred and is continuing with respect to any Lendercontinuing, the Borrowers Borrower may either (x) designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, Agent (which acceptance shall not be unreasonably withheld) and which is not a Borrower or an Affiliate of the BorrowersBorrower, to assume such Lender's Revolving Loan Commitment hereunder, hereunder and to purchase the Loans and participations Advances of such Lender and such Lender's rights hereunder under this Agreement and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued the Notes and any other Security Documents held by such Lender, all without recourse to or representation or warranty by, or expense to, such Lender original Lender, for a purchase price equal to the outstanding principal amount of the Loans Advances payable to such Lender plus any accrued but unpaid interest on such Loans Advances and accrued but unpaid commitment fees and letter of credit fees owing to such LenderLender under this Agreement, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such original Lender hereunder and hereunder, or (y) pay to such Lender the outstanding principal amount of the Advances and accrued but unpaid interest on such Advances and accrued but unpaid fees owing to such Lender under this Agreement. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacementhereunder. "Replacement Event" means, with respect to If the Borrower exercises its rights under clause (y) above against any Lender, (a) then the commencement of or outstanding Advances and the taking of possession by, a receiver, custodian, conservator, trustee or liquidator Commitments shall be reduced to the extent of such Lender, or 's pro rata share of the declaration by Advances and the appropriate regulatory authority that such Lender is insolvent or Commitments. (b) If the making Borrower exercises its rights under clause (y) of any claim by any Lender under Section 2.8(b)12.5(a) hereof, 12.3 or 12.5the Borrower may, unless not later than the changing first anniversary of such exercise, designate another financial institution (such financial institution being herein called a "Substitute Lender") acceptable to the Agent (which acceptance shall not be unreasonably withheld) and which is not an Affiliate of the lending office Borrower, to assume the Commitments of the Lender against which such rights were exercised and, subject to the execution and delivery to the Agent by the Substitute Lender of documentation satisfactory to the Lender, the Substitute Lender shall become a party to this Agreement as a Lender. Upon the Substitute Lender becoming a party to this Agreement, the Borrower shall borrow Advances from the Substitute Lender in such Lender would obviate a manner and in such amounts as will result in the need outstanding principal amount of such Lender the Advances held by the Lenders being pro rata according to make future claims under such Sectionsthe amounts of their respective Commitments.

Replacement of Lender. In If (x) any Lender requests compensation under Section 3.1, or if the event that a Replacement Event (as defined below) occurs and Borrower is continuing with respect required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5 and, in each case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity or compensation, (y) any Lender is a Defaulting Lender or a Non-Consenting Lender, or (z) any Lender’s obligation to make or to convert or continue outstanding Loans or Advances as Eurodollar Loans or Eurodollar Advances has been suspended pursuant to Section 3.3, and, in each such case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further suspension, then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Borrower may, at its sole expense and effort, upon notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if the Agent, require such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderassign and delegate, without recourse (in accordance with and subject to or representation or warranty the restrictions contained in, and consents required by, Section 12.3 (which for the avoidance of doubt shall not include the consent of the affected Lender), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or expense to3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (a) the Agent shall have received the assignment fee specified in Section 12.3.3 unless waived by the Agent; (b) such Lender for a purchase price shall have received payment of an amount equal to the outstanding principal amount of the Loans its Loans, accrued interest thereon, accrued fees and all other amounts payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender it hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that under the obligations of the Borrowers to indemnify such Lender other Loan Documents (including (other than with respect to any event occurring Defaulting Lender) any amounts under Section 3.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or obligations arising before the Borrower (in the case of all other amounts); (c) in the case of any such replacement assignment resulting from (x) a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments thereafter or (y) a suspension under Section 3.3, such assignment shall survive be made to a Lender or Eligible Assignee which is not subject to such replacement. "Replacement Event" means, a suspension; (d) such assignment does not conflict with respect to Applicable Law; and (e) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, (a) the commencement applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office waiver by such Lender would obviate or otherwise, the need of circumstances entitling the Borrower to require such Lender assignment cease to make future claims under such Sectionsapply.

Replacement of Lender. In the event that (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (d) below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect 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 becomes a Defaulting Lender, then the Borrowers may designate another financial institution Company may, on fifteen (such financial institution being herein called a "Replacement Lender"15) acceptable Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, such Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution or other entity (a “Replacement Lender”) selected by the Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.11 (Pro-rata interest settlement)), Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 34.7 shall be subject to the execution and delivery following conditions: (i) the Company shall have no right to replace the Agent or Security Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Agent by Company to find a Replacement Lender; (iii) in the Replacement event of a replacement of a Non-Consenting Lender of documentation satisfactory 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 34.4 be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the commencement checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) 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 taking Agent (at the request of possession by, the Company) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (bii) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, 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 waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that 34.4.1 If: (a) any Lender becomes a Replacement Event Non-Consenting Lender (as defined belowin Clause 34.4.4); or (b) occurs and is continuing a Borrower or any other Security Party becomes obliged to repay any amount in accordance with respect Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased costs) to any Lender, then the Borrowers may designate another may, on ten 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 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of selected by the Borrowers, which confirms its willingness to assume such Lender's Revolving Loan Commitment hereunder, and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing BankLenders) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Loan and all accrued interest, Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. 34.4.2 The replacement of a Lender pursuant to this Clause 34.4 shall be subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, following conditions: (a) the commencement Borrowers shall have no right to replace the Agent or Security Agent; (b) neither the Agent nor the Lender shall have any obligation to the Borrowers to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 7 days after the date on which that Lender is deemed a Non-Consenting Lender; (d) in no event shall the Lender replaced under this Clause 34.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.4.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 34.4.3 A Lender shall perform the checks described in Clause 34.4.2(e) as soon as reasonably practicable following delivery of a notice referred to in Clause 34.4.1 and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks. 34.4.4 In the event that: (a) the Borrowers or the taking Agent (at the request of possession by, the Borrowers) have requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (b) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (c) Lenders whose Commitments aggregate more than eighty (80) per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty (80) per cent of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In If (a) Borrower becomes obligated to pay any additional amounts to any Lender pursuant to Section 2.19 hereof, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the event account of any Lender pursuant to Section 2.16 hereof, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.19(e), (b) any Lender is a Defaulting Lender, (c) any Lender delivers a notice pursuant to Section 2.17 with respect to circumstances that do not affect other Lenders hereunder or (d) any Lender becomes a Replacement Event “Non-Consenting Lender” (as defined below) occurs ), then Borrower may, at its sole expense and is continuing with respect effort, upon notice to any Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Lender and Administrative Agent, (i) except following the occurrence and which is not a during the continuance of an Event of Default, terminate the Commitments of such Lender and repay all obligations of Borrower or an Affiliate of the Borrowers, owing to assume such Lender's Revolving Loan Commitment hereunder, Lender relating to purchase the Loans and participations held by such Lender as of such Lender and such Lender's rights hereunder and termination date, or (if ii) require such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderassign and delegate, without recourse (in accordance with and subject to or representation or warranty the restrictions contained in, and consents required by, or expense toSection 9.13 hereof), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (A) Borrower shall have paid to Administrative Agent the assignment fee specified in Section 9.13(b) hereof (unless Administrative Agent waives such fee); (B) such Lender for a purchase price shall have received payment of an amount equal to the outstanding principal amount of the Loans its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such Lender plus any accrued but unpaid interest on such Loans outstanding principal and accrued but unpaid commitment fees interest and letter fees); (C) such assignment does not conflict with applicable Legal Requirements; (D) in the case of credit fees owing any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and (E) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, and upon such assumption, purchase and substitution, and subject the applicable assignee shall have consented to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement applicable amendment, waiver or consent. A Lender shall assume the obligations not be required to make any such assignment or delegation if, prior thereto, as a result of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office waiver by such Lender would obviate or otherwise, the need circumstances entitling Borrower to require such assignment and delegation cease to apply. (i) Borrower or Administrative Agent requests Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to make future claims under such Sectionsconsent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect Clause 11.1 (Illegality of a Lender) or to pay additional amounts pursuant to Clause 16.2 (Tax gross-up) or Clause 17 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Company may, on 5 Business Days prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to selected by the Administrative AgentCompany, and which is not acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Borrower or an Affiliate Revolving Commitment) the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such 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 payable to such Lender plus and/or Bank Guarantees and all accrued interest (and any accrued but unpaid interest on such Loans breakage costs) and accrued but unpaid commitment fees and letter other amounts payable thereunder. (b) The replacement of credit fees owing a Lender pursuant to such Lender, and upon such assumption, purchase and substitution, and this Clause shall be subject to the execution and delivery following conditions: (i) the Company shall have no right to replace the Facility Agent in its role as such; (ii) neither the Facility Agent nor the Lender to be replaced under this Clause shall have any obligation to the Administrative 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 90 days after the date the Non-Consenting Lender notified the Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Replacement Company; and (iv) in no event shall the Lender of documentation satisfactory to the Administrative Agent (pursuant be replaced under this Clause be required to which pay or surrender to such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) If: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (ii) the waiver or amendment in question requires the consent of all the Lenders or all the Lenders in a particular Facility or the Super Majority Lenders; and (iii) the Majority Lenders (or the Majority Lenders on the basis only of the particular Facility concerned) have consented to such waiver or amendment, then any Lender who does not and continues not to make future claims under agree to such Sectionswaiver or amendment shall be deemed to be a “Non-Consenting Lender”.

Replacement of Lender. In If any Lender (an "Affected Lender") (a) makes demand upon the event that Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Sections 5.7 or 5.8, (b) is unable to make or maintain Eurocurrency Rate Loans as a Replacement result of a condition described in Section 5.6 or (c) defaults in its obligation to make Revolving Credit Loans in accordance with the terms of this Credit Agreement or purchase any Letter of Credit Participation, the Borrower may, so long as no Default or Event (as defined below) occurs of Default has occurred and is continuing with respect then continuing, within one hundred eighty (180) days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to any Lenderbe required to pay such compensation or causing Section 5.6 to be applicable), or default, as the Borrowers case may designate another financial institution be, by notice (such financial institution being herein called a "Replacement LenderNotice") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery writing to the Administrative Agent by and such Affected Lender (i) request the Replacement Affected Lender of documentation to cooperate with the Borrower in obtaining a replacement Lender satisfactory to the Administrative Agent and the Borrower (pursuant the "Replacement Lender"); (ii) request the non-Affected Lenders to which acquire and assume all of the Affected Lender's Revolving Credit Loans and Commitment as provided herein, but none of such Lenders shall be under an obligation to do so; or (iii) designate a Replacement Lender approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender's Revolving Credit Loans and Commitment, then such Affected Lender shall assign, in accordance with Section 15, all of its Commitment, Revolving Credit Loans, Letter of Credit Participations, Revolving Credit Notes and other rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Lender shall assume or non-Affected Lenders, as the obligations of such original Lender under this Agreement)case may be, the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.in exchange for payment of

Replacement of Lender. (a) In the event that any Lender demands payment pursuant to Section 2.06, 2.10 or 2.13, or any Lender becomes an Affected Lender as set forth in Section 2.11, the Borrower shall have the right, within 30 days after the date of the giving by such Lender of any notice or demand required or otherwise permitted to be given pursuant to Section 2.06, 2.10, 2.11 or 2.13 and if no Event of Default or Default then exists, to replace such Lender in accordance with the procedure set forth in Section 2.16(b); provided that no such replacement shall be effected without (i) the prior written consent of the Issuing Banks and the Swingline Lenders (such consent not to be unreasonably withheld), (ii) in the case of the replacement of the Lender that is a Replacement Event (as defined below) occurs and is continuing with respect to any Swingline Lender, payment in full of all Swingline Advances owed to such Swingline Lender and the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate agreement of the Borrowersreplacement Lender to become a Swingline Lender, to assume such Lender's Revolving Loan Commitment hereunder, to purchase (iii) in the Loans and participations case of such the replacement of the Lender and such Lender's rights hereunder and (if such Lender that is an Issuing Bank) to issue Letters , termination of Credit in substitution for all outstanding Letters of Credit issued by such LenderIssuing Bank (or other satisfaction of such Letters of Credit in a manner acceptable to the Issuing Bank) and the agreement of the replacement Lender to become an Issuing Bank, without recourse and (iv) in the case of the replacement of the Lender that is the Collateral Agent, replacement of such Collateral Agent pursuant to or representation or warranty bySection 9.08. (b) If the Borrower determines to replace a Lender pursuant to this Section 2.16, or expense to, then the Borrower will replace such Lender for a purchase price equal with an Eligible Assignee in accordance with Section 10.06(a), (b) and (d), including execution by such Eligible Assignee of an appropriate Transfer Agreement, provided that no Lender or other Person shall have any obligation to the outstanding principal amount increase its Commitment or otherwise to replace, in whole or in part, any Lender. Upon satisfaction of the Loans payable requirements set forth in the first sentence of this Section 2.16(b), payment to such Lender plus any of all principal, interest and, in the case of a Revolving Lender, such Lender's share of accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter Letter of credit fees owing Credit commissions, in immediately available funds, and the payment by the Borrower of all requested costs accruing to the date of purchase which the Borrower is obligated to pay under Section 10.04 and all other amounts owed by the Borrower to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of i) such Lender hereunder being replaced shall execute such Transfer Agreement and such Lender shall no longer constitute a "Lender" hereunder and all of its Commitments shall be deemed terminated, except that its rights under Sections 2.06, 2.10, 2.13 and 10.04 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto or have any rights "Lender" hereunder, and (ii) such Eligible Assignee shall constitute a "Lender" hereunder provided that in accordance with such Transfer Agreement (including assumption of the Commitment, if any, and other obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(bbeing so replaced), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In Upon (a) the occurrence of any event that a Replacement Event (as defined belowgiving rise to the operation of subsection 3.1(A)(iv)(b), 3.1(A)(v), 3.1(F) occurs and is continuing or 3.1(G) with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of those being generally charged by the other Lenders or (b) the failure or refusal of a single Lender to consent to any amendment, modification, termination or waiver which pursuant to subsection 8.3 requires the consent of all Lenders, Borrower shall have the right, if no Default or Event of Default then exists or will exist immediately after giving effect to the replacement, to replace such Lender (the "Replaced Lender") with one or more other Eligible Assignees (collectively, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable and each of whom shall be required to be reasonably acceptably to the Administrative Agent, and which is not a Borrower or an Affiliate provided that (i) at the time of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (replacement pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement)subsection 8.30, the Replacement Lender shall succeed enter into a Lender Addition Agreement pursuant to subsection 9.1 pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Revolver Loans of, and participations in Letter of Credit Liabilities owned by, the Replaced Lender and, in connection therewith, shall pay the "Purchase Price" specified in such Lender Addition Agreement. Upon the execution of the respective Lender Addition Agreement, the payment of the Purchase Price provided therein, and, delivery to the rights and obligations Replacement Lender of such the appropriate Note or Notes executed by Borrowers, as provided in the Lender hereunder and such Addition Agreement, the Replacement Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.become

Replacement of Lender. In If at any time (a) the event that Borrower becomes obligated to pay additional amounts described in subsections 7.5, 7.6 or 7.7 as a Replacement Event result of any condition described in such subsections or any Lender ceases to make Eurodollar Loans pursuant to subsection 7.5, (b) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" (as defined belowbelow in this subsection 7.9) occurs or (d) any Lender becomes a "Non-Funding Lender", then the Borrower may, on ten (10) Business Days' prior written notice to the Administrative Agent and is continuing with respect to any such Lender, replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to subsection 15.6(c) all of its rights and obligations under this Agreement to a Lender or other entity selected by the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") Borrower and acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder; provided that (i) the Loans payable 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 entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 7.9, 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 its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 7.9, as the case may be, and (iv) in 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 subsection 7.9, the Borrower shall pay such additional amounts to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing prior to such Lender, Lender being replaced and upon the payment of such assumption, purchase and substitution, and subject additional amounts shall be a condition to the execution and delivery to replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent by has requested the Replacement 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 subsection 15.1 and (z) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender of documentation satisfactory 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 subsection 7.9 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Administrative Agent (pursuant to which Borrower against such Replacement Lender shall assume the obligations of such original Non-Funding Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" meansat law, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lenderin equity, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsstatute.

Replacement of Lender. In If (x) the event that a Replacement Event (as defined below) occurs and Borrower is continuing with respect obligated to pay to any Lender any amount under Section 3.06 or Section 3.10, the Borrower shall have the right within 90 days thereafter or (y) any Lender shall be a Defaulting Lender, the Borrowers may designate another financial institution Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, in accordance with the requirements of Section 10.07(b) and only if no Default shall exist, to replace such Lender (such financial institution being herein called the “Replaced Lender”) with one or more Eligible Assignees (each a "“Replacement Lender") ”), reasonably acceptable to the Administrative Agent, provided, that (i) at the time of any replacement pursuant to this Section 3.12, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 10.07(b) (with the processing and recordation fee referred to in Section 10.07(b) payable pursuant to said Section 10.07(b) to be paid by the Replacement Lender) pursuant to which is not a Borrower or an Affiliate the Replacement Lender shall acquire the Commitment and the outstanding Loans of the BorrowersReplaced Lender and, to assume such Lender's Revolving Loan Commitment hereunderin connection therewith, to purchase shall pay the Loans and participations of such Lender and such Lender's rights hereunder and following: (if such Lender is an Issuing Banka) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such the Replaced Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price an amount equal to the sum of (A) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding principal amount Loans of the Loans payable Replaced Lender and (B) an amount equal to such Lender plus any accrued all accrued, but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit unpaid, fees owing to the Replaced Lender and (b) to 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 and unpaid interest on, all outstanding Loans of the Replaced Lender, and upon such assumption, purchase and substitution, and subject a corresponding amount of which was made available by the Administrative Agent to the execution Borrower pursuant to Section 3.01 and delivery which has not been repaid to the Administrative Agent by such Replaced Lender or the Replacement Lender Borrower, and (ii) all obligations of documentation satisfactory the Borrower owing to the Administrative Agent Replaced Lender (pursuant 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 which such Replacement Replaced Lender shall assume concurrently with such replacement. Upon the obligations execution of such original Lender under the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Agreement)Section 3.12, the Replacement Lender shall succeed to the rights and obligations of such become a Lender hereunder and such the Replaced Lender shall no longer be cease to constitute a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such 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 event occurring or obligations arising before such replacement shall survive such Replaced Lender prior to the date of its replacement. "Replacement Event" meansSolely for the purpose of calculating break funding payments under Section 3.05, with respect the assignment by any Replaced Lender of any Eurodollar Loan prior to any Lender, the last day of the Interest Period applicable thereto pursuant to clause (ax) of this Section 3.12 shall be deemed to constitute a prepayment by the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator Borrower of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsEurodollar Loan.

Replacement of Lender. In If (i) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 4.3, 4.5 or 4.6 (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, 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 such additional 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 amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Required Lenders pursuant to Section 10.1, (iii) a Lender invokes the provisions of Section 4.1 or (iv) in the event that S&P or Xxxxx'x shall, after the date that any Person becomes a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, downgrade the Borrowers long-term certificate of deposit ratings of such Lender, and the resulting ratings shall be below BBB- or Baa3, respectively, or the equivalent, in each case, the Borrower may designate another financial institution which is reasonably acceptable to the Administrative Agent (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate purchase for cash all of the Borrowersoutstanding Commitments, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations Notes of such Lender and all of such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderhereunder, without recourse to or representation or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter other fees, expense reimbursements and indemnities in respect of credit fees owing that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuer, 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 upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder provided that (except rights which, pursuant to the obligations provisions of this Agreement, survive the termination of this Agreement and the repayment of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(bLoans), 12.3 or 12.5, unless and the changing of the lending office by Replacement Lender shall succeed to such Lender would obviate the need of such Lender to make future claims under such Sectionsobligations and rights.

Replacement of Lender. In (a) If at any time the event that a Replacement Event Company becomes obliged to pay additional amounts described in Clause 10 (as defined belowTaxes), 11.1 (Illegality), Clause 11.2 (Increased Costs) occurs and is continuing with respect to any Lender, then the Borrowers Company may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable on 10 Business Days' prior written notice to the Administrative Facility Agent and such Lender replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 20.2 (Assignments and transfers by the Lenders) all of its rights and obligations under this Agreement to a Lender or another bank, financial institution, trust fund or other entity selected by the Company (following consultation with the Facility Agent, ) which confirms its willingness to assume and which is not a Borrower or an Affiliate does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase participation on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of such Lender's participation in the Loans outstanding Loan and all accrued interest and fees and other amounts payable to that Lender hereunder. (b) The replacement of a Lender pursuant to this Clause 11.4 (Replacement of Lender) shall be subject to the following conditions: (i) neither the Facility Agent nor the Security Agent (in their capacities as such) may be replaced without the consent of the Majority Lenders; (ii) neither the Facility Agent nor any Lender shall have any obligation to the Company to find a replacement Lender or other such entity; (iii) such replacement must take place no later than 180 days after the date the relevant Lender has demanded payment of additional or increased amounts under Clause 10 (Taxes), Clause 11.1 (Illegality) or Clause 11.2 (Increased Costs) as the case may be; (iv) the Lender thereby replaced shall not be required to pay or surrender to such replacement Lender or other entity any of the fees received by or accrued due to such Lender plus replaced pursuant to this Agreement; and (v) to the extent that the replacement of a Lender results from the Company becoming obliged to pay additional amounts pursuant to Clause 10 (Taxes) or Clause 11.2 (Increased Costs) this provision will not release the Company from its obligations to pay any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing additional amounts to such Lender, Lender prior to such Lender being replaced and upon the payment of such assumption, purchase and substitution, and subject additional amounts (which have been notified to the execution and delivery Company) shall be a condition to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Administrative Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowersany Borrower, to assume such Lender's Xxxxxx’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's Xxxxxx’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent insolvent, (b) such Lender shall become a Defaulting Lender, or (bc) the making of any claim by any Lender under Section 2.8(b), Sections 12.3 or 12.5, 12.5 unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In If (x) the event that a Replacement Event (as defined below) occurs and Borrower is continuing with respect 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 Borrowers may designate another financial institution 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 shall exist, to replace such financial institution being herein called Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a "“Replacement Lender"”); provided that (i) acceptable 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 and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced Lender, an amount equal to the sum of (A) the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, and (b) to the Administrative Agent, and which is not a Borrower or Agent an Affiliate of the Borrowers, amount equal to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued amounts owed by such LenderReplaced Lender to the Administrative Agent under this Agreement, including, without recourse to or representation or warranty bylimitation, or expense to, such Lender for a purchase price an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding principal Loans of the Replaced Lender, a corresponding amount of which was made available by the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject Administrative Agent to the execution Borrower pursuant to Section 3.1 and delivery which has not been repaid to the Administrative Agent by such Replaced Lender or the Replacement Lender Borrower, and (ii) all obligations of documentation satisfactory the Borrower owing to the Administrative Agent Replaced Lender (pursuant 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 which such Replacement Replaced Lender shall assume concurrently with such replacement. Upon the obligations execution and delivery of such original Lender under the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Agreement)Section 3.13, the Replacement Lender shall succeed to the rights and obligations of such become a Lender hereunder and such the Replaced Lender shall no longer be cease to constitute a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such 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 event occurring or obligations arising before such replacement shall survive such Replaced Lender prior to the date of its replacement. "Replacement Event" meansSolely for the purpose of calculating break funding payments under Section 3.5, with respect the assignment by any Replaced Lender of any Eurodollar Advance prior to any Lender, the last day of the Interest Period applicable thereto pursuant to clause (ax) or (z) of this Section 3.13 shall be deemed to constitute a prepayment by the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator Borrower of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsEurodollar Advance.

Replacement of Lender. In the event that (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined belowin clause 40.6(d)); (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect clause 10.1 (Illegality) or to pay additional amounts pursuant to clause 15.4 (Market disruption) or clause 18.1 (Increased costs), clause 17.2 (Tax gross-up) or clause 17.3 (Tax indemnity) to any Lender; or (iii) any Lender becomes a Competitor, then the Borrowers may designate another Company may, on 10 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 28 (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 institution, trust, fund or other entity (such financial institution being herein called a "Replacement Lender") which is acceptable to the Administrative Agent, Company and which is not a Borrower or an Affiliate confirms its willingness to assume and does assume all the obligations of the Borrowers, transferring Lender in accordance with clause 28 (Changes to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing BankLenders) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender's participation in the outstanding Utilisations and all accrued interest, Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this clause 40.6 shall be subject to the execution and delivery 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 Administrative Agent by Company to find a Replacement Lender; (iii) the Replacement Lender of documentation satisfactory transfer to the Administrative Agent (pursuant to which such Replacement Lender shall assume be deemed to occur 3 Business Days' following delivery of the obligations relevant Transfer Certificate to the Agent, payment of such original the purchase price by the Lender under this Agreement), to the Replacement Lender as required pursuant to clause 40.6(a) and subject to satisfaction with clause 40.6(b)(v); 10-16526587-2\13845-2639 156 (iv) in no event shall succeed the Lender replaced under this clause 40.6 be required to pay or surrender to such 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 of such Lender hereunder pursuant to clause 40.6(a) once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and such regulations in relation to that transfer. (c) A Lender shall no longer be perform the checks described in clause 40.6(b)(v) as soon as reasonably practicable following delivery of a party hereto notice referred to in clause 40.6(a) 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 have any rights hereunder provided that the obligations Agent (at the request of the Borrowers Company) has requested the Lenders to indemnify such Lender with respect give a consent in relation to, or to agree to a waiver or amendment of, any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, provisions of the Finance Documents; (aii) the commencement consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate at least 80% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 80% of the Total Commitments prior to that reduction) have consented or the taking of possession byagreed to such waiver or amendment, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendments shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) In the event that any Lender makes a Replacement demand for payment pursuant to Section 2.8 hereof or any Lender has suspended its funding of LIBOR Rate Loans hereunder, Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender in accordance with this Section 2.16. (as defined belowb) occurs and If Borrower determines to replace a Lender pursuant to this Section 2.16, Borrower shall have the right to replace such Lender with an entity that is continuing with respect to any Lender, the Borrowers may designate another financial institution an Eligible Assignee (such financial institution being herein called a "Replacement Lender") provided that such Replacement Lender (i) if it is not already a Lender, shall be acceptable to the Administrative Agent, and which is acceptance shall not be unreasonably withheld, (ii) shall, in its sole discretion, unconditionally agree in writing (with a Borrower or an Affiliate copy to Agent) to purchase on a date therein specified all of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if under the other Loan Documents of the Lender being replaced and all of the interest in the Loans owing to such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to at the outstanding principal amount of such Note (the Loans payable interest and fees accrued thereon to the date of such purchase shall be paid to the Lender plus any accrued but unpaid interest on being replaced when the same become due and owing) and an amount equal to losses and costs which will be sustained by the Lender being replaced as a consequence of such Loans sale resulting from the selling Lenders redeployment of funds at rates lower than the Applicable Interest Rate thereunder shall be reimbursed by Borrower as provided herein, and accrued but unpaid commitment fees and letter of credit fees owing to (iii) shall, if such Replacement Lender is not already a Lender, execute and upon such assumption, purchase deliver to Agent an Assignment and substitution, and subject to Acceptance substantially in the execution and delivery to the Administrative Agent by the Replacement Lender form of documentation satisfactory to the Administrative Agent (Exhibit D hereto pursuant to which such Replacement Lender shall assume becomes a party hereto with a Commitment equal to that of the obligations Lender being replaced. (c) Upon (i) satisfaction of the requirements set forth in subsection 2.16(b) hereof, (ii) payment to such Lender by the Replacement Lender of the purchase price in immediately available funds, (iii) payment to the Lender being replaced by Borrower of all requested increased costs or additional amounts accrued to the date of such original purchase which Borrower is obligated to pay under Section 2.8 hereof, all amounts which would have been paid for the account of such Lender under this AgreementSection 2.9 hereof had all of the Loans been fully prepaid on the date of replacement, and all other amounts owed by Borrower to such Lender hereunder (other than the principal of and interest on the Loans of such Lender purchased by the Replacement Lender and interest and fees accrued thereon to the date of purchase), and (iv) the Replacement Lender shall succeed to constitute a "Lender" hereunder with a Commitment as so specified and the rights and obligations of such Lender hereunder and such Lender being so replaced shall no longer constitute a "Lender" hereunder (and this Agreement shall be a party hereto or have any rights hereunder provided that deemed to be amended to the obligations extent, but only to the extent, necessary to reflect the addition of the Borrowers Replacement Lender) and the Lender being replaced shall be relieved of its obligations hereunder. Notwithstanding anything in this Section 2.16 to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" meansthe contrary, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing provisions of the lending office by such Loan Documents shall continue to inure to the benefit of the Lender would obviate being replaced as to all matters occurring prior to the need date of such Lender to make future claims under such Sectionsreplacement.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (e) below); (ii) occurs any Lender has become and is continuing continues to be a Defaulting Lender; or (iii) the Borrower becomes obliged to repay any amount in accordance with respect Clause 7.1 (Illegality) or to pay any amount pursuant to Clause 15.1 (Increased costs), paragraph (c) of Clause 14.2 (Tax gross-up) or Clause 14.3 (Tax indemnity) to any Lender, the Borrowers may designate another financial institution (such Lender being a “Replaced Lender”) then the Borrower may, on five Business Days’ prior written notice to the Facility Agent and such Replaced Lender: (A) replace such Replaced Lender by requiring such Replaced Lender to (and, to the extent permitted by law, such Replaced 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, financial institution being herein called institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (that is not any Total Transaction Obligor, any Group Member, any Affiliate of any of the foregoing or any Sponsor Affiliate) (a "“Replacement Lender"”) acceptable selected by the Borrower and which confirms (x) its willingness to assume and does assume all the obligations of such Replaced Lender in accordance with Clause 25 (Changes to the Administrative AgentLenders) and (y) (in the case where such Replaced Lender is a Non-Consenting Lender) its consent or agreement to the applicable consent, and which waiver or amendment (that is not a Borrower or an Affiliate the subject of the Borrowers, to assume applicable Non-Consenting Event which constitutes such Replaced Lender as a Non-Consenting Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash (without deduction or withholding) payable at the time of such transfer in an amount equal to the aggregate of the outstanding principal amount of such Replaced Lender’s participation in each of the Loans and all accrued interest (whether or not due) and other costs, expenses and other amounts payable in relation thereto or outstanding in favour of such Replaced Lender under the Finance Documents and the amount of Break Costs that would have been payable under Clause 12.4 (Break Costs) had all of such Replaced Lender’s participation in each of the Loans, such accrued interest and such other costs, expenses and other amounts been paid by the Obligors to such Replaced Lender plus any at the time of such transfer and had a demand been made under Clause 12.4 (Break Costs) in connection therewith; or (B) (in the case of (i) or (ii)) prepay all (but not part) of that Lender’s participation in each of the outstanding Loans in full, together with accrued but unpaid interest on such Loans thereon, all applicable Break Costs and accrued but unpaid commitment fees all other costs, expenses and letter of credit fees owing other amounts payable in relation to such prepayment or outstanding in favour of such Replaced Lender under the Finance Documents, provided that such prepayment is entirely funded from the proceeds of Acceptable Funding Sources that have not been applied towards any other purpose. For the avoidance of doubt, no Lender shall have any obligation to agree to be a Replacement Lender. (b) In the event that the Borrower elects to replace such Replaced Lender in accordance with paragraph (a)(A), if the conditions under paragraph (c) are satisfied with respect to such replacement and the applicable purchase price in respect of such replacement (as contemplated under paragraph (a)(A)) has been paid in full in favour of such Replaced Lender but such Replaced Lender fails to execute the applicable Transfer Certificate to give effect to the transfer of its rights and obligations under this Agreement to the applicable Replacement Lender pursuant to paragraph (a)(A) for the purposes of such replacement, the Borrower shall have the right to execute such Transfer Certificate on behalf of such Replaced Lender, and upon such assumption, purchase and substitution, and Transfer Certificate so executed by the Borrower on behalf of such Replaced Lender shall be binding on such Replaced Lender. (c) The replacement of a Replaced Lender pursuant to this Clause 37.6 shall be subject to the execution and delivery following conditions: (i) the Borrower shall have no right to replace the Facility Agent or Security Agent; (ii) neither the Facility Agent nor such Replaced Lender shall have any obligation to the Administrative Agent by Borrower to find a Replacement Lender; (iii) in the Replacement event of a replacement of a Non-Consenting Lender, such replacement must take place no later than 30 Business Days after the date on the Non-Consenting Event constituting such Replaced Lender a Non-Consenting Lender first arose; (iv) in the event of documentation satisfactory a replacement of a Defaulting Lender, such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Defaulting Lender; (v) in no event shall such Replaced Lender be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Replaced Lender under this Agreement), pursuant to the Replacement Finance Documents; and (vi) such Replaced Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers under this Agreement pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once each of it, the commencement of Facility Agent and the Security Agent are satisfied that they have complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer and if the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or documentation in relation to that transfer is based on standard form LMA transfer documentation (and as otherwise prescribed by Clause 25 (Changes to the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(bLenders), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.);

Replacement of Lender. In the event that (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (d) below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect Clause 6.1 (Illegality) or to pay additional amounts pursuant to Clause 11.1 (Increased Costs), Clause 10.1 (Tax gross-up) or Clause 10.2 (Tax indemnity) to any Lender, then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Parent may, on 10 Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Facility Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, 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 to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Parent which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the Loans payable to such Lender plus any accrued but unpaid interest on such outstanding Loans and all accrued but unpaid commitment fees interest, Break Costs and letter other amounts payable in relation thereto under the Finance Documents. (b) The replacement of credit fees owing a Lender pursuant to such Lender, and upon such assumption, purchase and substitution, and this Clause 25.3 shall be subject to the execution and delivery following conditions: (i) the Parent shall have no right to replace the Facility Agent or Security Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Administrative Agent by Parent to find a Replacement Lender; (iii) in the Replacement event of a replacement of a Non-Consenting Lender of documentation satisfactory such replacement must take place no later than 45 days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 25.3 be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the commencement checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Parent when it is satisfied that it has complied with those checks. (d) In the event that: (i) (the Parent or the taking Facility Agent (at the request of possession by, the Parent) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (bii) the making consent, waiver or amendment in question requires the approval of any claim by all the 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 waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that any Lender or, to the --------------------- extent applicable, any Credit Participant (the "Affected Lender"): --------------- (a) fails to perform its obligations to fund any portion of the Loan or to issue any Letter of Credit on any Closing Date when required to do so by the terms of the Credit Documents, or fails to provide its portion of any Eurodollar Pricing Option pursuant to Section 3.2.1 or on account of a Replacement Event Legal Requirement as contemplated by Section 3.2.5 or, in the case of the Canadian Lender, fails to provide any portion of the Canadian Loan pursuant to Section 2.3.3; (as defined belowb) occurs and is continuing demands payment under the provisions of Section 3.5 in an amount materially in excess of the amounts with respect thereto demanded by the other Lenders; or (c) refuses to any Lenderconsent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Percentage Interests under Section 15.1 that is consented to by Lenders owning at least 90% of the Percentage Interests; then, so long as no Event of Default exists, the Borrowers may designate another financial institution Company shall have the right to seek a replacement lender which is reasonably satisfactory to the Agent (such financial institution being herein called a the "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to ). The Replacement Lender shall purchase the Loans and participations interests of such ------------------- the Affected Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue in the Loan, Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to and its Commitment and shall assume the outstanding principal amount obligations of the Loans payable to such Affected Lender plus any accrued but unpaid interest on such Loans hereunder and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and under the other Credit Documents upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory an Assignment and Acceptance and the tender by it to the Administrative Agent Affected Lender of a purchase price agreed between it and the Affected Lender (or, if they are unable to agree, a purchase price in the amount of the Affected Lender's Percentage Interest in the Loan and Letter of Credit Exposure, or appropriate credit support for contingent amounts included therein, and all other outstanding Credit Obligations then owed to the Affected Lender). No assignment fee pursuant to which Section 11.1.1(ii) shall be required in connection with such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacementassignment. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration Such assignment by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.any

Replacement of Lender. In the event that 0081727-0000042 SN:12155633.21 188 (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (d) below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 15.1 (Increased costs), Clause 14.2 (Tax gross-up) or Clause 14.3 (Tax indemnity) to any Lender, then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Company may, on 15 Business Days' prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, 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 to a Lender or other bank, financial institution, trust, 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 transferring Lender in accordance with Clause 27 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender's participation in the outstanding Utilisations and all accrued interest, Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 46.5 shall be subject to the execution and delivery following conditions: (i) the Company shall have no right to replace the Agent, the Security Agent or the Secondary Security Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Agent by Company to find a Replacement Lender; (iii) in the Replacement event of a replacement of a Non-Consenting Lender of documentation satisfactory such replacement must take place no later than 20 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 46.5 be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the commencement checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) 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 taking Agent (at the request of possession by, the Company) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; 0081727-0000042 SN:12155633.21 189 (bii) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (iii) Lenders whose Commitments aggregate at least 75% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 75% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. In the event that any Lender or, to the extent applicable, any participant thereof (the “Affected Lender”), (a) is a Replacement Defaulting Lender; (b) demands payment under Section 2.6(c), Section 4.7 or Section 4.10; or (c) refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Revolving Credit Commitment Percentage under Section 14.9 that is consented to by the Required Lenders prior to such replacement of any Lenders in connection therewith; then, so long as no Event (as defined below) occurs and is continuing with respect to any Lenderof Default exists, the Borrowers may designate another financial institution Borrower shall have the right to seek one or more replacement lenders which is reasonably satisfactory to the Agent (such financial institution being herein called a "the “Replacement Lender") acceptable to ”). The Replacement Lender shall purchase the Administrative Agentinterests of the Affected Lender in the Loans, the Letters of Credit, and which is not a Borrower or an Affiliate its Revolving Credit Commitment and shall assume the obligations of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Affected Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of under the other Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and Documents upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory an Assignment and Assumption and the tender by it to the Administrative Agent Affected Lender of a purchase price agreed between it and the Affected Lender (pursuant or, if they are unable to which such Replacement agree, a purchase price in the amount of the Affected Lender’s Revolving Credit Commitment Percentage in Revolving Loans and Letter of Credit Obligations, or appropriate credit support for contingent amounts included therein, and all other outstanding Obligations then owed to the Affected Lender). Such assignment by the Affected Lender shall assume be deemed an early termination of any Eurodollar Loan to the obligations extent of the Affected Lender’s portion thereof, and the Borrower will pay to the Affected Lender any resulting amounts due under Section 4.10. Upon consummation of such original Lender under this Agreement)assignment, the Replacement Lender shall succeed become party to this Credit Agreement as a signatory hereto and shall have all the rights and obligations of such the Affected Lender under this Credit Agreement and the other Credit Documents with a Revolving Credit Commitment Percentage equal to the Revolving Credit Commitment Percentage of the Affected Lender, the Affected Lender shall be released from its obligations hereunder and under the other Credit Documents, and no further consent or action by any party shall be required. Upon the consummation of such assignment, the Borrower, the Agent and the Affected Lender shall no longer be a party hereto or have make appropriate arrangements so that any rights hereunder provided that Notes held by the obligations Affected Lender are promptly returned to the Borrower for cancellation and, if so requested by the Replacement Lender, new Notes are issued to the Replacement Lender. Partners and the Borrower shall cause the Credit Parties to sign such documents and take such other actions reasonably requested by the Replacement Lender to enable it to share in the benefits of the Borrowers rights created by the Credit Documents. The Agent is hereby irrevocably appointed as attorney-in-fact to indemnify such execute any documentation on behalf of any Replacement Lender with respect to such assignment if such Replacement Lender fails to execute same within five (5) Business Days after being presented with such documentation. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 2.10, the Borrower shall continue to pay to the Affected Lender any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsObligations as they become due and payable.

Replacement of Lender. In If at any time (a) the event that Borrower becomes obligated to pay additional amounts described in Sections 2.14, 2.15 or 2.16 as a Replacement Event result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans pursuant to Section 2.14, any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other Person having similar powers, (b) any Lender becomes a "Nonconsenting Lender" (as defined belowbelow in this Section 2.18) occurs or (c) any Lender becomes a "Defaulting Lender", then either the Agent or the Borrower may, on ten (10) Business Days' prior written notice to the Agent and is continuing with respect to any such Lender, replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to Section 15.1 all of its rights and obligations under this Agreement to a Lender or other Eligible Assignee selected by the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") Borrower and acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Advances and all accrued interest and fees and other amounts payable hereunder; provided that (i) the Loans payable Borrower shall have no right to replace the Agent, (ii) neither the Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, in order for the Borrower or the Agent 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 Agent of its failure to agree to any requested consent, waiver, or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 2.18, as the case may be, and (iv) in 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 2.18, the Borrower shall pay such additional amounts to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the 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 16.1 and (z) Lenders whose Pro-Rata Shares aggregate 66 2-3% or more of the Commitments 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 and the Agent's right to replace a Defaulting Lender pursuant to this Section 2.18 is, and upon such assumptionshall be, purchase and substitutionin addition to, and subject not in lieu of, all other rights and remedies available to the execution and delivery to Borrower or the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which as the case may be) against such Replacement Lender shall assume the obligations of such original Defaulting Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" meansat law, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lenderin equity, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsstatute.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Administrative Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowersany Borrower, to assume such Lender's Revolving Loan Commitment ’s portion of the Commitments hereunder, to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or such Lender shall become a Defaulting Lender or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that 34.4.1 If any Lender becomes a Replacement Event Non-Consenting Lender (as defined in below) occurs and is continuing with respect to any Lenderthen the Parent may, the Borrowers may designate another financial institution on 10 (such financial institution being herein called a "Replacement Lender"ten) acceptable Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Facility Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, such Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution 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, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 (Pro rata interest settlement)), Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. 34.4.2 The replacement of a Lender pursuant to this Clause 34.4 shall be subject to the execution and delivery following conditions: 34.4.2.1 the Parent shall have no right to replace the Facility Agent; 34.4.2.2 neither the Facility Agent nor the Lender shall have any obligation to the Administrative Agent by Parent to find a Replacement Lender; 34.4.2.3 such replacement must take place no later than 60 (sixty) days after the Replacement date on which that Lender of documentation satisfactory is deemed a Non-Consenting Lender; 34.4.2.4 in no event shall the Lender replaced under this Clause 34.4 be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and 34.4.2.5 the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder pursuant to Clause 34.4.2.1 above once it is satisfied that it has complied with all necessary know your customer or other similar checks under all applicable laws and such regulations in relation to that transfer and the Lender shall no longer be perform such know your customer or other similar checks as soon as reasonably practicable following delivery of a party hereto notice referred to in Clause 34.4.2.1 above and shall notify the Facility Agent and the Parent when it is satisfied that it has complied with those checks. 34.4.3 In the event that: 34.4.3.1 the Parent or have any rights hereunder provided that the obligations Facility Agent (at the request of the Borrowers Parent) has requested the Lenders to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by Finance Documents; Gold Fields_ RCF Table of Contents 34.4.3.2 the appropriate regulatory authority consent, waiver or amendment in question requires the approval of all the Lenders; and 34.4.3.3 Lenders whose Commitments aggregate more than 85% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85% of the Total Commitments prior to that reduction) have consented or agreed to such Lender is insolvent waiver or (b) the making of any claim by amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. In the event that (a) If at any time any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below) occurs then the Parent may, on ten Business Days’ prior written notice to the Agent and is continuing with respect such Lender: (i) replace such Lender by requiring such Lender to any Lender, (and such Lender shall) transfer pursuant to Clause 22 (Changes to the Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution (such financial institution being herein called a "Replacement Lender") acceptable to selected by the Administrative Agent, and Parent (which is shall not be a Borrower or an Affiliate member of the BorrowersGroup), which confirms its willingness to assume such and does assume all the obligations of the transferring Lender (including the assumption of the transferring Xxxxxx’s participations on the same basis as the transferring Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Xxxxxx’s participation in the Loans outstanding Utilisations and all accrued interest and other amounts payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to in relation thereto under the Finance Documents; or (ii) prepay such Lender, and upon such assumption, purchase and substitution, and . (b) The replacement or prepayment of a Lender pursuant to this Clause 34.5 shall be subject to the execution and delivery following conditions: (i) the Parent shall have no right to replace the Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Parent to find a Replacement Lender; (iii) in the event of a replacement or prepayment of a Non-Consenting Lender such replacement or prepayment must take place no later than 30 days after the date the Non-Consenting Lender notifies the Parent and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Replacement Parent; (iv) in no event shall the Lender of documentation satisfactory replaced under this paragraph (b) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the commencement checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Parent or the taking Agent (at the request of possession by, the Parent) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment by the appropriate regulatory authority that date falling 15 Business Days (or such Lender is insolvent or (blonger time period as the Parent and the Agent may agree) after the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing date of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsrelevant request shall be deemed a Non-Consenting Lender.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below); or (ii) occurs and is continuing a Relevant Obligor becomes obliged to repay any amount in accordance with respect Clause 18.1 (Illegality) or to pay additional amounts pursuant to Clause 26.1 (Increased costs) or paragraph (c) of Clause 25.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Company may, on 1 Business Day’s prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer all (and not part only) of its rights and obligations under this Agreement pursuant to Clause 34 (Changes To The Lenders) to a Lender or other bank, financial institution, trust, fund or other entity which is regularly engaged in or established for the Borrowers may designate another purpose of making, purchasing or investing in loans, securities or other financial institution assets (such financial institution being herein called a "“Replacement Lender"”) acceptable to selected by the Administrative AgentCompany, and which is not a Borrower or an Affiliate acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and upon such assumption, purchase and substitution, 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 execution and delivery following conditions: (i) the Company shall have no right to replace the Agent or Security Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Agent by Company to find a Replacement Lender; (iii) in the Replacement event of a replacement of a Non-Consenting Lender, such replacement must take place no later than 10 Business Days after the date of the Company’s notice referred to in paragraph (a) above; and (iv) in no event shall the Lender of documentation satisfactory replaced under this paragraph (b) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) 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 agree to a waiver or amendment of, any provisions of the Finance Documents or the entry into of any Finance Document or other document (including any document which may bind any of the Finance Parties); (ii) the consent, waiver, amendment or entry in question requires the consent of all the Lenders; and (iii) Lenders and/or Hedge Counterparties whose Voting Entitlements aggregate more than 80 per cent. of the Voting Entitlements of all Lenders and Hedge Counterparties have consented or agreed to such consent, waiver, amendment or entry, then any Lender who does not and continues not to make future claims under agree to such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) In the event that (i) any Lender requests compensation pursuant to Section 2.5 hereof, (ii) the obligation of any Lender to make or continue its proportionate interest in the Loans or the Commitments is terminated pursuant to Section 2.5(c) hereof, (iii) the obligation of any Lender to make or continue Loans on a Replacement Event LIBOR basis shall be suspended pursuant to Section 2.5(d) hereof, or (iv) any Lender becomes insolvent or fails to make any Loan in response to a request for borrowing by the Borrower where the Majority Lenders have made the respective Loans to be made by them in response to such request, then, so long as defined belowsuch condition exists, Borrower may either (x) occurs and is continuing with respect to any Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, Agent (which acceptance shall not be unreasonably withheld) and which is not a Borrower or an Affiliate of the BorrowersBorrower or Guarantor, to assume such Lender's Revolving Loan Commitment hereunder, Commitments hereunder and to purchase the Loans and participations of such Lender and such Lender's rights hereunder under this Agreement and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued the Notes and any other Loan Instruments held by such Lender, all without recourse to or representation or warranty by, or expense to, such Lender Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this AgreementAgreement and any other Loan Instruments), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and hereunder, or (y) pay to such Lender the outstanding principal amount of the Loans payable to such Lender under this Agreement and any other Loan Instruments plus any accrued but unpaid interest on such Loans and accrued but unpaid fees owing to such Lender under this Agreement and any other Loan Instruments. In the event that Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacementhereunder. "Replacement Event" means, with respect to If Borrower exercises its rights under clause (y) above against any Lender, (a) then the commencement of or outstanding Loans and the taking of possession by, a receiver, custodian, conservator, trustee or liquidator Commitments shall be reduced to the extent of such Lender, or 's pro rata share of the declaration by Loans and the appropriate regulatory authority that such Lender is insolvent or Commitments. (b) If the making Borrower exercises its rights under clause (y) of any claim by any Lender under Section 2.8(b)2.12(a) hereof, 12.3 or 12.5the Borrower may, unless not later than the changing first anniversary of such exercise, designate another financial institution (such financial institution being herein called a "Substitute Lender") acceptable to the Agent (which acceptance will not be unreasonably withheld) and which is not an Affiliate of the lending office Borrower or Guarantor, to assume the Commitments of the Lender against which such rights were exercised and, subject to the execution and delivery to the Agent by the Substitute Lender of documentation satisfactory to the Agent, the Substitute Lender shall become party to this Agreement as a Lender. Upon the Substitute Lender so becoming a party hereto, the Borrower shall borrow Loans from the Substitute Lender in such Lender would obviate a manner and in such amounts as will result in the need outstanding principal amount of such Lender the Loans held by the Lenders being pro rata according to make future claims under such Sectionsthe amounts of their respective Commitments.

Replacement of Lender. In the event that If either Borrower receives a Replacement Event (as defined below) occurs and is continuing with respect notice of amounts due pursuant to any subsection 2.8A, subsection 2.8B or subsection 2.8C from a Lender, the Borrowers may designate another financial institution a Lender defaults in its obligations hereunder or a Lender becomes an Affected Lender (any such financial institution being herein called Lender, a "Replacement Subject Lender"), so long as (i) acceptable to the Administrative Agent, no Potential Event of Default or Event of Default shall have occurred and which is not be continuing and Company has obtained a Borrower commitment from another Lender or an Affiliate Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Borrowers, to assume such Lender's Revolving Loan Commitment Subject Lender hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if ii) such Lender is an not the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring Letters of Credit outstanding (unless all such Letters of Credit are terminated or obligations arising before arrangements reasonably acceptable to the Issuing Lender (such as a "back-to-back" letter of credit) are made) and (iii) the Subject Lender is unwilling, unable or fails to withdraw the notice delivered pursuant to subsections 2.8A, 2.8B or 2.8C, is unwilling to remedy its default and/or remains an Affected Lender, upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender or Eligible Assignee pursuant to the provisions of subsection 12.1B; provided that, prior to or concurrently with such replacement shall survive (i) each Borrower has paid to the Lender giving such notice all amounts under subsections 2.6D and 2.8 (if applicable) through such date of replacement. "Replacement Event" means, with respect to any Lender, (aii) the commencement of Company or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or applicable assignee have paid to Administrative Agent the declaration processing fee required to be paid by the appropriate regulatory authority that such Lender is insolvent or subsection 12.1B(i) and (biii) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing all of the lending office requirements for such assignment contained in subsection 12.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by such Lender would obviate the need Administrative Agent of such Lender to make future claims under such Sectionsan executed Assignment Agreement and other supporting documents, have been fulfilled.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing If, in connection with respect any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by the first proviso to subsection 10.6A, the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Persons satisfying the requirements of the definition of Eligible Assignee (each such Person being a "REPLACEMENT LENDER") so long as at the time of such replacement each outstanding Loan, Letter of Credit and other Obligations owed to each such Lender being replaced is repaid in full and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitments and/or repay in full each outstanding Loan, Letters of Credit and other Obligations owed to such Lender; provided that, unless the Commitments that are terminated, -------- and Loans, Letters of Credit and other Obligations repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Requisite Lenders (determined after giving effect to the proposed action) shall specifically consent thereto; provided further, that in any event Company shall not have the -------- ------- right to replace a Lender, the Borrowers may designate another financial institution (terminate its Commitments or repay its Loans, Letters of Credit and other Obligations owed to such financial institution being herein called Lender solely as a "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate result of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations exercise of such Lender and such Lender's rights hereunder (and (if such Lender is an Issuing Bank) to issue Letters the withholding of Credit in substitution for all outstanding Letters of Credit issued any required consent by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal ) pursuant to the outstanding principal amount of the Loans payable second proviso to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.subsection 10.6A.

Replacement of Lender. (a) In the event that (x) any Borrower receives from a Replacement Event 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 (as defined belowy) occurs the obligation of any Lender to make or maintain any LIBOR Portion has terminated under Section 2.5 or 2.6 hereof and is continuing 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 Company may request other Lenders hereunder to assume in full the Commitments then in effect of the Lender requesting such amount be paid or whose obligations with respect to any LIBOR Portions have so terminated or of such Defaulting Lender, as the Borrowers case may designate another financial institution be (such financial institution Lender in each case being herein called a referred to as the "Replacement Replaceable Lender") acceptable to the Administrative Agent), and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Notes issued to the Replaceable Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for at a purchase price equal to the outstanding principal amount of such Notes and the Loans payable to such Lender plus Replaceable Lender's share of any accrued but and unpaid interest on such Loans Notes plus accrued and accrued but unpaid commitment fees and letter of credit fees owing owed to such the Replaceable Lender, and upon such assumption, purchase and substitutionif any Lender or Lenders in their sole discretion agree so to assume in full the Commitments of the Replaceable Lender (each an "Assuming Lender"), and subject after payment by the Borrowers to the execution Replaceable Lender of all amounts due under this Agreement to such Lender (including any amount specified as due in a certificate submitted under Section 1.3(f), 2.7 or 2.8 hereof) not so paid by the 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 Company may nominate one or more Lenders not then party to this Agreement so to assume in full the Commitments of the Replaceable Lender, and delivery if such nominated Lender or Lenders are acceptable to the Administrative Agent by and Required Lenders (excluding the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this AgreementReplaceable Lender), such assumption shall take place in the Replacement Lender shall succeed to the rights manner set forth in subsection (b) below and obligations of each such Lender or Lenders shall become a Lender hereunder (each a "New Lender") and such the Replaceable Lender shall no longer be a party hereto or have any rights hereunder provided hereunder. (b) In the event a Replaceable Lender's Commitments are to be assumed in full by an Assuming Lender or a New Lender, then such assumption shall take place on a date acceptable to the Company, 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 the Replaceable Lender and the execution of such instruments and documents as shall, in the reasonable opinion of the Agent, be reasonably necessary or appropriate for the Assuming Lender or New Lender to 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 remain a party hereto and its Commitments shall remain in effect. (c) The rights and remedies against a Defaulting Lender under this Agreement, including without limitation this Section 2.13, are in addition to other rights and remedies that the obligations of the Borrowers to indemnify may have against such Defaulting Lender with respect to any event occurring Loan which such Defaulting Lender has not funded, and that the Agent, or obligations arising before any Lender may have against such replacement shall survive such replacement. "Replacement Event" means, Defaulting Lender with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such SectionsLoan.

Replacement of Lender. In the event that (a) If at any time any Lender becomes: (i) a Replacement Event Non-Consenting Lender; (as defined belowii) occurs and is continuing with respect to any a Non-Funding Lender; or (iii) an Increased Costs Lender, then the Borrowers may designate another financial institution Parent may, on not less than five (such financial institution being herein called a "Replacement Lender"5) acceptable Business Days prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's : (A) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 28 (Changes to the Lenders) all (and not part only) of its rights hereunder and obligations under this Agreement to one or more Lenders or other persons (each a “Replacement Lender”) selected by the Parent and (if such in the case of any transfer of a Commitment) which is in accordance with the provisions of paragraph (a) of Clause 28.12 (Assignments and transfers – Issuing Bank Consent), which confirms its (or their) willingness to assume and does assume the obligations of the transferring Lender is an Issuing Bank(including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such on the same basis as the transferring Lender, without recourse to or representation or warranty by, or expense to, such Lender ) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and upon other amounts payable in relation thereto under the Finance Documents in respect of such assumptionparticipation (the “Replacement Amount”); (B) prepay (or procure that another member of the Group prepays) all or any part of that Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit, purchase Break Costs and substitutionother amounts payable in relation thereto under the Finance Documents in respect of such participation; and/or (C) cancel all or any Commitments of that Lender. provided that, in each case, the Parent or any other member of the Group shall not be required to pay any prepayment fees or penalties (however described) payable under this Agreement or any other Finance Document. (b) Any notice delivered under paragraph (a) exercising any rights under (A) above shall be accompanied by a Transfer Certificate or Assignment Agreement (as the case may be) complying with Clause 28.5 (Procedure for transfer) or Clause 28.6 (Procedure for assignment) as the case may be, which Transfer Certificate or Assignment Agreement (as the case may be) shall be immediately executed by the relevant Non-Consenting Lender, Non-Funding Lender or, as the case may be, Increased Costs Lender and returned to the Parent. (c) Notwithstanding the requirements of Clause 28 (Changes to the Lenders) or any other provisions of the Finance Documents, if a Lender does not execute and/or return a Transfer Certificate or Assignment Agreement (as the case may be) as required by paragraph (b) within two Business Days of delivery by the Parent, the relevant transfer or transfers shall automatically and immediately be effected for all purposes under the Finance Documents on payment of the Replacement Amount to the Agent (for the account of the relevant Lender) and the Agent may (and is authorised by each Finance Party to) execute, without requiring any further consent, sanction, authority or further confirmation from any other Party, a Transfer Certificate or Assignment Agreement on behalf of any relevant Non-Consenting Lender, Non-Funding Lender or, as the case may be, Increased Costs Lender which is required to transfer its rights and obligations or assign its rights under this Agreement pursuant to paragraph (a) above which shall be effective for the purposes of Clause 28.5 (Procedure for transfer) or Clause 28.2 (Conditions of assignment or transfer). The Agent shall not be liable in any way for any action taken by it pursuant to this paragraph or paragraph (b) above and, for the avoidance of doubt, the provisions of Clause 30.9 (Exclusion of liability) shall apply in relation thereto. (d) Unless otherwise agreed by the Majority Lenders, the replacement or prepayment of a Lender pursuant to this Clause 39.5 shall be subject to the execution and delivery following conditions: (i) the Parent shall have no right to replace the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (in such capacity) pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above; (ii) the commencement Parent may only exercise its replacement or prepayment rights pursuant to paragraph (a) above in respect of any relevant Lender within 90 days of becoming entitled to do so (or, if later, on or prior to the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or date 90 days after the declaration by date on which the appropriate regulatory authority Parent receives notice in writing that such Lender has become a Non-Consenting Lender, a Non-Funding Lender or an Increased Costs Lender, as the case may be) on each occasion such Lender is insolvent a Non-Consenting Lender, a Non- Funding Lender or an Increased Costs Lender; (biii) no Investor Affiliate may be prepaid as a Non-Consenting Lender or a Non- Funding Lender pursuant to paragraph (a) above; and (iv) unless otherwise agreed by the making Majority Lenders, that prepayment or purchase shall be funded directly or indirectly with New Shareholder Injections and/or the proceeds from any Permitted Debt. (e) Neither the Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender for the purposes of paragraph (a) above. (f) In no event shall a Lender being replaced pursuant to paragraph (a) above be required to pay or surrender to the relevant Replacement Lender (or any claim by other person) any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate it pursuant to the need Finance Documents. (g) For the purposes of such Lender to make future claims under such Sections.this Clause 39.5:

Replacement of Lender. In the event that any Lender (other than the Agent in its capacity as a Replacement Lender) or, to the extent applicable, any Participant (the "Affected Lender"): (a) fails to perform its obligations to fund any portion of any Revolving Credit Loan on or after the Closing Date when required to do so by the terms of this Credit Agreement; (b) refuses to consent to a proposed extension of the Maturity Date that is consented to by all of the other Lenders; or (c) refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of all of the Lenders under 25 that is consented to by Lenders owning at least 66 2/3% of the Percentages of the Total Commitment; then, so long as no Event of Default exists, DRC shall have the right to seek, at its own cost and expense, a replacement lender which is reasonably satisfactory to the Agent and the Required Lenders (as defined below) occurs and is continuing with respect to any Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to ). The Replacement Lender shall purchase the Administrative Agent, and which is not a Borrower or an Affiliate interests of the Borrowers, to assume such Lender's Affected Lender in the Revolving Loan Commitment hereunder, to purchase the Credit Loans and participations its Commitment and shall assume the obligations of such the Affected Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to under the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and other Loan Documents upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation an assignment agreement in form and substance reasonably satisfactory to the Administrative Agent (pursuant to which such Replacement Lender and Affected Lender, and the tender by the Replacement Lender to the Affected Lender of a purchase price agreed between the Replacement Lender and the Affected Lender. Such assignment by any Affected Lender who has performed its obligations hereunder shall assume be deemed an early termination of any Revolving Credit Loans to the obligations extent of such original Affected Lender's portion thereof, and the Borrowers will pay to such Affected Lender any resulting amounts due under this Agreement)4.8. Upon consummation of such assignment, (i) the Replacement Lender shall succeed become party to this Credit Agreement as a signatory hereto and shall have all the rights and obligations of such the Affected Lender hereunder under this Credit Agreement and such Lender shall no longer be the other Loan Documents with a party hereto or have any rights hereunder provided that Percentage equal to the obligations Percentage of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Affected Lender, (aii) the commencement of Affected Lender shall be released from its obligations hereunder and under the other Loan Documents and (iii) no further consent or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of action by any party shall be required. The Borrowers shall sign such Lender, or the declaration documents and take such other actions reasonably requested by the appropriate regulatory authority that such Replacement Lender is insolvent or (b) to enable it to share in the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing benefits of the lending office rights created by such the Loan Documents. Until the consummation of an assignment in accordance with the foregoing provisions of this 17.4, the Borrowers shall continue to pay to the Affected Lender would obviate the need of such Lender to make future claims under such Sectionsany Obligations as they become due and payable.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Borrower may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, and which is not a the Borrower or an Affiliate of the BorrowersBorrower, to assume such Lender's Revolving Loan Commitment Commitments hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers Borrower to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsinsolvent.

Replacement of Lender. In (i) If any Borrower receives a notice pursuant to subsections 2.6B, 2.6C, 2.7A, 2.7B or 2.7C or as provided in Section 10.7(B) in the event that case of certain refusals by a Replacement Event (as defined below) occurs and is continuing Lender to consent to certain proposed amendment, changes, supplements, waivers, discharges or termination with respect to any this Agreement which have been approved by the Required Lenders, or (ii) if a Lender becomes a Defaulting Lender, so long as such Borrower has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Borrowers Lender, Non-Consenting Lender or Defaulting Lender, as the case may designate another financial institution be, to be replaced, such Borrower may require the Lender giving such notice, or such Non-Consenting Lender or Defaulting Lender, as the case may be, to, in each case, to assign all of its respective Loans, its respective Commitments and its other respective Obligations to such other Lender or Eligible Assignee, at par, pursuant to and in accordance with the provisions of subsection 10.2B; provided that, prior to or concurrently with such replacement (such financial institution being herein called a "Replacement Lender"i) acceptable the applicable Borrower has paid or caused to be paid to the Administrative Agent, and which is not a Borrower Lender giving such notice or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Non-Consenting Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such or Defaulting Lender, without recourse to or representation or warranty byas the case may be, or expense toall principal, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment interest, fees and letter of credit fees other amounts due and owing to such Lender, Non-Consenting Lender or Defaulting Lender, as the case may be, hereunder through such date of replacement (including any amounts payable under subsection 2.6D(iii)), (ii) the applicable Borrower has paid to Administrative Agent the processing and upon recordation fee required to be paid pursuant to subsection 10.2B(i); and (iii) all of the requirements for such assumptionassignment contained in subsection 10.2B, purchase including, without limitation, the receipt by Administrative Agent of an executed Assignment and substitutionAcceptance and other supporting documents, have been fulfilled. Notwithstanding anything to the contrary contained above, no Lender that acts as a Domestic Overdraft Provider, Offshore Overdraft Provider or an Issuing Lender may be replaced hereunder at any time during which (i) such Domestic Overdraft Provider or Offshore Overdraft Provider, as the case may be, has amounts of credit outstanding under a Domestic Overdraft Account or Offshore Overdraft Account, as the case may be or (ii) such Lender has Letters of Credit outstanding hereunder unless, in each case, arrangements reasonably satisfactory to such Domestic Overdraft Provider, Offshore Overdraft Provider or Issuing Lender, as the case may be, (including, as applicable, the furnishing of a standby letter of credit in form and substance, and subject to the execution and delivery to the Administrative Agent issued by the Replacement Lender of documentation an issuer satisfactory to such Issuing Lender or delivering cash collateral to such Domestic Overdraft Provider, Offshore Overdraft Provider or Issuing Lender, as the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or case may be) have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender been made with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement outstanding Letters of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such LenderCredit, or amounts outstanding under a Domestic Overdraft Account or Offshore Overdraft Account, as the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionscase may be.

Replacement of Lender. In the event that (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (e) below); or (ii) occurs and is continuing the Borrower becomes obliged to repay any amount in accordance with respect Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 13.1 (Increased costs), Clause 12.2 (Taxes) or Clause 12.3 (Tax indemnity) to any Lender, (b) then the Borrower may, the Borrowers may designate another financial institution on ten (such financial institution being herein called a "Replacement Lender"10) acceptable Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, such Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (a “Replacement Lender”) which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 22 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lxxxxx’s participation in the Loans outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 22.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (c) The replacement of a Lender pursuant to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and this Clause 33.4 shall be subject to the execution and delivery following conditions: (i) the Borrower shall have no right to replace the Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Administrative Agent by Borrower to find a Replacement Lender; (iii) in the Replacement event of a replacement of a Non-Consenting Lender of documentation satisfactory such replacement must take place no later than 30 days after the date on which that Lxxxxx is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 33.4 be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (d) A Lender shall perform the commencement checks described in paragraph (c)(v) above as soon as reasonably practicable following delivery of 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 taking Agent (at the request of possession by, the Borrower) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (bii) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (iii) Lenders whose Commitments aggregate, in the case of a consent, waiver or amendment requiring the approval of all the Lenders, where the Majority Lenders have consented or agreed to such waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that 41.3.1 If at any time any Lender becomes a Replacement Event Non-Consenting Lender (as defined in sub-clause 41.3.3 below) occurs and is continuing with respect to any Lender), then the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable Parent Company may, on five Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Facility Agent and such Lender's rights hereunder and : (if a) cancel the Commitment of the Non-Consenting Lender at the next interest payment or rollover date; or (b) require such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, (and such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to another Lender (a “Replacement Lender”) 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 the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. 41.3.2 The replacement of a Lender pursuant to this Clause 41.3 shall be subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, following conditions: (a) the commencement Parent Company shall have no right to replace the Facility Agent; (b) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 10 Business Days after the date the Non-Consenting Lender notifies the Parent Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Parent Company; and (d) in no event shall the Lender replaced under this Clause 41.3 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. 41.3.3 In the event that: (a) the Parent or the taking Facility Agent (at the request of possession by, the Parent Company) has requested the Lenders to consent to a receiver, custodian, conservator, trustee waiver or liquidator amendment of such Lender, or any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (b) the making waiver or amendment in question requires the consent of any claim by all the Lenders; and (c) Lenders whose Commitments aggregate 85 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 85 per cent. or more of the Total Commitments prior to that reduction) have consented to such waiver or amendment, then any Lender under Section 2.8(b)who has declined or failed to consent or provide approval by the later of (i) the date nominated by the Facility Agent in the request to the Lenders as a deadline for response, 12.3 and (ii) 3 Business Days after such 85 per cent. Lender approval or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsconsent has been received shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that (a) If: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (d) below); or (ii) occurs and is continuing the Company becomes obliged to repay any amount in accordance with respect 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 becomes a Defaulting Lender or ceases to have a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Xxxxx’x Investor Services Limited or a comparable rating from an internationally recognised credit rating agency, then the Borrowers may designate another financial institution Company may, on fifteen (such financial institution being herein called a "Replacement Lender"15) acceptable Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, 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 “Replacement Lender”) selected by the Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’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 upon such assumption, purchase and substitution, and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 32.7 shall be subject to the execution and delivery 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 Administrative Agent by Company to find a Replacement Lender; (iii) in the Replacement 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 documentation satisfactory Commitments to the Administrative Agent (pursuant all Lenders) be required to which pay or surrender to such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (v) the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers pursuant to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the commencement checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) 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 taking Agent (at the request of possession by, the Company) has requested the Lenders to give a receiver, custodian, conservator, trustee or liquidator of such Lenderconsent in relation to, or to agree to a waiver or amendment of, any provisions of the declaration by the appropriate regulatory authority that such Lender is insolvent or Finance Documents; (bii) the making consent, waiver or amendment in question requires the approval of any claim by all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, 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 waiver or amendment, then any Lender under Section 2.8(b), 12.3 who does not and continues not to consent or 12.5, unless the changing of the lending office by agree to such Lender would obviate the need of such Lender to make future claims under such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In (a) If the event that a Replacement Event Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (as defined belowIllegality) occurs and is continuing with respect or to pay additional amounts pursuant to Clause 12.2 (Tax gross-up), Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs) to any Lender: then the Borrower may, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable on five Business Days’ prior written notice to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender Agent and such Lender's rights hereunder and (if , replace such Lender is an Issuing Bank) by requiring such Lender to issue Letters of Credit in substitution for all outstanding Letters of Credit issued (and, to the extent permitted by such Lender, without recourse to or representation or warranty by, or expense tolaw, such Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Xxxxxx’s participation in the Loans outstanding Loan and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter this Clause 34.3 (Replacement of credit fees owing to such Lender, and upon such assumption, purchase and substitution, and ) shall be subject to the execution and delivery 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 Administrative Agent by Borrower to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 34.3 (Replacement Lender of documentation satisfactory Lender) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and (iv) the Lender shall succeed only be obliged to the transfer its rights and obligations pursuant to Clause 34.3 (Replacement of such Lender hereunder Lender) once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and such regulations in relation to that transfer. (c) A Lender shall no longer be perform the checks described in Clause 34.3(b)(iv) as soon as reasonably practicable following delivery of a party hereto or have any rights hereunder provided notice referred to in Clause 34.3 (Replacement of Lender) and shall notify the Agent and the Borrower when it is satisfied that the obligations of the Borrowers to indemnify such Lender it has complied with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsthose checks.

Replacement of Lender. In the event that (a) If at any time: (i) any Lender becomes a Replacement Event Non-Consenting Lender (as defined in paragraph (c) below); or (ii) occurs and is continuing an Obligor becomes obliged to repay any amount in accordance with respect Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 15.1 (Increased Costs) or Clause 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower may, on 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 26 (Changes to the Borrowers may designate another Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "“Replacement Lender"”) acceptable to selected by the Administrative AgentBorrower, and which is not a Borrower or an Affiliate acceptable to the Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender (including the assumption of the transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such same basis as the transferring Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such 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 Loans payable to such Lender plus any accrued but unpaid interest on such outstanding Loans and all accrued but unpaid commitment fees interest, Break Costs and letter other amounts payable in relation thereto under the Finance Documents. (b) The replacement of credit fees owing a Lender pursuant to such Lender, and upon such assumption, purchase and substitution, and this Clause shall be subject to the execution and delivery 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 Administrative Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 5 days after the date the Non-Consenting Lender notifies the Borrower and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Replacement Borrower; and (iv) in no event shall the Lender of documentation satisfactory replaced under this paragraph (b) be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need Finance Documents. (c) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) 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 the Lenders; and (iii) Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to make future claims under consent or agree to such Sectionswaiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Administrative Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) reasonably acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowersany Borrower, to assume such Lender's Xxxxxx’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's Xxxxxx’s rights hereunder and (if such Lender is an the Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder hereunder, provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or has become a Defaulting Lender, (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender Xxxxxx would obviate the need of such Lender to make future claims under such SectionsSections or (c) the refusal of such Lender to consent to an amendment or wavier otherwise approved by the Required Lenders.

Replacement of Lender. In If (a) (i) the event Borrower is required pursuant to Section 4.1, 4.2 or 4.5 to make any additional payment to any Lender or (ii) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 4.3.1, or (iii) any Lender fails to consent to any amendment, waiver or consent that otherwise requires the consent of such Lender under Section 9.2.1, 9.2.2, 9.2.3 or 9.2.4 (any Lender so affected or which fails to so consent, an “Affected Lender”), so long as (in the case of this clause (iii)) the consent of the Required Lenders (with the percentage in such definition being deemed to be 75% for this purpose) has been obtained, or (b) (i) any Lender shall become a Replacement Event Defaulting Lender and (ii) such Defaulting Lender shall fail to cure the default as defined below) occurs and is continuing a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; then, with respect to any each such Affected Lender or Defaulting Lender (the “Terminated Lender”), the Borrowers may designate another financial institution (Borrower may, at its sole expense and effort, upon notice to such financial institution being herein called a "Replacement Lender") acceptable to Terminated Lender and the Administrative Agent, require such Terminated Lender to assign and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderdelegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.3), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Agent (and if a L/C Commitment or representation or warranty byL/C Exposure is being assigned, or expense tothe Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Terminated Lender for a purchase price shall have received payment of an amount equal to the outstanding principal amount of its Loans and participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation payments due to such Terminated Lender under Sections 4.1, 4.2 and 4.5, and payments, if any, which would have been due to such Terminated Lender on the day of such assignment under Section 4.4 had the Loans payable to of such Terminated Lender plus any accrued but unpaid interest been prepaid on such Loans and accrued but unpaid commitment fees and letter of credit fees owing date rather than assigned to such the replacement Lender, in each case to the extent not paid by the purchasing Lender), (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.1, 4.2 or 4.5, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with any Requirement of Law (excluding Certificates of Incorporation and upon such assumption, purchase and substitutionBy-Laws or other organizational or governing documents), and subject to (v) no Default shall have occurred and be continuing at the execution and delivery to the Administrative Agent by the Replacement Lender time of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement assignment. Such Terminated Lender shall assume the obligations not be required to make any such assignment if, prior thereto, as a result of a waiver by such original Terminated Lender under this Agreement)or otherwise, the Replacement Lender shall succeed circumstances entitling the Borrower to the rights and obligations of require such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers assignment cease to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsapply.

Replacement of Lender. In If at any time (a) the event that Borrower becomes obligated to pay additional amounts described in subsections 4.5, 4.6 or 4.7 as a Replacement Event result of any condition described in such subsections or any Lender ceases to make Eurodollar Loans pursuant to subsection 4.5, (b) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" (as defined belowhereinafter defined) occurs or (d) any Lender becomes a "Non-Funding Lender", then the Borrower may, on ten Business Days' prior written notice to the Agent and is continuing with respect to any such Lender, replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to subsection 12.6(c) all of its rights and obligations under this Agreement to a Lender or other entity selected by the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") Borrower and acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 4.8 as though such Loans were being paid instead of being purchased); provided that (i) the Loans payable Borrower shall have no right to replace the Agent, (ii) neither the Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 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 Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 4.9, as the case may be, and (iv) in 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 subsection 4.9, the Borrower shall pay such additional amounts to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the 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 subsection 12.1 and (z) the Required Lenders and the Agent 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 subsection 4.9 is, and upon such assumptionshall be, purchase and substitutionin addition to, and subject not in lieu of, all other rights and remedies available to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which Borrower against such Replacement Lender shall assume the obligations of such original Non-Funding Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" meansat law, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lenderin equity, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsstatute.

Replacement of Lender. In the event that 36.6.1 If: 36.6.1.1 any Lender becomes a Replacement Event Non-Consenting Lender (as defined in Clause 36.6.4 below); or 36.6.1.2 an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) occurs and is continuing with respect or to pay additional amounts pursuant to Clause 14.2 (Tax Gross-Up), Clause 14.3 (Tax Indemnity) or Clause 15 (Increased Costs) to any Lender, then the Borrowers may designate another Company may, on 10 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 25 (Change to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "Replacement Lender") selected by the Company, which is acceptable to the Administrative Agent, Agent and which is not a Borrower or an Affiliate confirms its willingness to assume and does assume all the obligations of the Borrowers, transferring Lender in accordance with Clause 25 (Changes to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing BankLenders) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro-Rate Interest Settlement), Break Costs and upon such assumption, purchase other amounts payable in relation thereto under the Finance Documents. Such transfer shall be deemed (subject to satisfaction of Clause 25.5.2 (Conditions of Transfer)) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate executed by it to the Lender concerned and substitution, and pays the relevant amount to the Agent. 36.6.2 The replacement of a Lender pursuant to this Clause 36.6 shall be subject to the execution and delivery following conditions: 36.6.2.1 the Company shall have no right to replace the Agent; 36.6.2.2 neither the Agent nor the Lender shall have any obligation to the Administrative Agent by Company to find a Replacement Lender; 36.6.2.3 in the Replacement event of a replacement of a Non-Consenting Lender of documentation satisfactory such replacement must take place no later than 30 days after the date on which that Lender is deemed a Non-Consenting Lender; 36.6.2.4 in no event shall the Lender replaced under this Clause 36.6 be required to the Administrative Agent (pursuant pay or surrender to which such Replacement Lender shall assume any of the obligations of fees received by such original Lender under this Agreement), pursuant to the Replacement Finance Documents; and 36.6.2.5 the Lender shall succeed only be obliged to the transfer its rights and obligations of such Lender hereunder pursuant to Clause 36.6.1 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and such regulations in relation to that transfer. 36.6.3 A Lender shall no longer be a party hereto or have any rights hereunder provided that perform the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionschecks described in Clause 36.6.

Replacement of Lender. In the event that a Replacement Event (as defined below) occurs and is continuing with respect to any Lender, the Borrowers Administrative Borrower may designate another financial institution (such financial institution being herein called a "“Replacement Lender"”) acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowersany Borrower, to assume such Lender's ’s Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's ’s rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Lender plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "“Replacement Event" means” shall mean, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent insolvent, (b) such Lender shall become a Defaulting Lender, or (bc) the making of any claim by any Lender under Section 2.8(b), Sections 12.3 or 12.5, 12.5 unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.

Replacement of Lender. In the event that a Replacement Event any Lender or, to the extent applicable, any participant thereof (as defined belowthe “Affected Lender”), (a) occurs and is continuing fails to perform its obligations to fund any portion of the Loans or to issue any Letter of Credit when required to do so by the terms of the Credit Documents; (b) demands payment under the tax provisions of Section 2.6, the reserve or capital adequacy provisions of Section 4.7, or the regulatory change provisions in Section 4.9 or the funding indemnity provisions of Section 4.10 in an amount the Borrower deems materially in excess of the amounts with respect thereto demanded by the other Lenders; or (c) refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Revolving Credit Commitment Percentage under Section 14.9 that is consented to by the Required Lenders prior to such replacement of any LenderLenders in connection therewith; then, so long as no Event of Default exists, the Borrowers may designate another financial institution Borrower shall have the right to seek one or more replacement lenders which is reasonably satisfactory to the Agent (such financial institution being herein called a "the “Replacement Lender") acceptable to ”). The Replacement Lender shall purchase the Administrative Agent, and which is not a Borrower or an Affiliate interests of the BorrowersAffected Lender in the Loans, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of and its Revolving Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to Commitment and shall assume the outstanding principal amount obligations of the Loans payable to such Affected Lender plus any accrued but unpaid interest on such Loans hereunder and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and under the other Credit Documents upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory an Assignment and Acceptance and the tender by it to the Administrative Agent Affected Lender of a purchase price agreed between it and the Affected Lender (pursuant or, if they are unable to which such Replacement agree, a purchase price in the amount of the Affected Lender’s Revolving Credit Commitment Percentage in the Loan and Letter of Credit Obligations, or appropriate credit support for contingent amounts included therein, and all other outstanding Obligations then owed to the Affected Lender). Such assignment by the Affected Lender shall assume be deemed an early termination of any Eurodollar Loan to the obligations extent of the Affected Lender’s portion thereof, and the Borrower will pay to the Affected Lender any resulting amounts due under Section 4.10. Upon consummation of such original Lender under this Agreement)assignment, the Replacement Lender shall succeed become party to this Agreement as a signatory hereto and shall have all the rights and obligations of such the Affected Lender under this Agreement and the other Credit Documents with a Revolving Credit Commitment Percentage equal to the Revolving Credit Commitment Percentage of the Affected Lender, the Affected Lender shall be released from its obligations hereunder and under the other Credit Documents, and no further consent or action by any party shall be required. Upon the consummation of such assignment, the Borrower, the Agent and the Affected Lender shall no longer be make appropriate arrangements so that a party hereto or have any rights hereunder provided that new Revolving Note is issued to the obligations Replacement Lender if it has acquired a portion of the Borrowers to indemnify Revolving Loans. The Borrower and the Guarantors shall sign such Lender with respect to any event occurring or obligations arising before documents and take such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration other actions reasonably requested by the appropriate regulatory authority that such Replacement Lender is insolvent or (b) to enable it to share in the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing benefits of the lending office rights created by such the Credit Documents. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 2.10, the Borrower shall continue to pay to the Affected Lender would obviate the need of such Lender to make future claims under such Sectionsany Obligations as they become due and payable.

Replacement of Lender. In (a) If any event described in paragraphs (i) or (ii) of Clause 7.6 (a) (Right of repayment and cancellation in relation to a single Lender) shall occur, the event that a Replacement Event (Borrower may, as defined below) occurs an alternative to exercising its rights under Clause 7.6, on 15 Business Days’ prior written notice to the Agent and is continuing with respect to any the relevant Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Borrowers may designate Lenders) all (and not part only) of its rights and obligations under this Agreement to another Lender or other bank, financial institution institution, trust, fund or other entity (such financial institution being herein called a "“Replacement Lender"”) acceptable to selected by the Administrative AgentBorrower, and which is not a Borrower or an Affiliate acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the Borrowers, to assume such transferring Lender's Revolving Loan Commitment hereunder, to purchase ’s participations on the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such same basis as the transferring Lender, without recourse to or representation or warranty by, or expense to, such 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 Loans payable to such Lender plus any accrued but unpaid interest on such outstanding Loans and all accrued but unpaid commitment fees interest, Break Costs and letter other amounts payable in relation thereto under the Finance Documents. (b) The replacement of credit fees owing a Lender pursuant to such Lender, and upon such assumption, purchase and substitution, and this Clause 7.8 shall be subject to the execution and delivery following: (i) the Borrower shall have no rights to replace the Agent or the Security Trustee; (ii) neither the Agent nor any Lender shall have any obligation to the Administrative Agent by Borrower to find a Replacement Lender; and (iii) in no event shall the Lender replaced under this Clause 7.8 be required to pay or surrender to the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office fees received by such Lender would obviate pursuant to the need of such Lender to make future claims under such SectionsFinance Documents.

Replacement of Lender. In the event that If at any time (a) a Replacement Event Borrower becomes obligated to pay additional amounts described in subsections 9.5, 9.6 or 9.7 as a result of any condition described in such subsections or any Lender ceases to make Eurocurrency Loans pursuant to subsection 9.5, (b) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" (as defined belowbelow in this subsection 9.9) occurs or (d) any Lender becomes a "Non-Funding Lender", then the applicable Borrower may, on ten (10) Business Days' prior written notice to the applicable Agent and is continuing with respect to any such Lender, the Borrowers may designate another financial institution replace such Lender by causing such Lender to (and such financial institution being herein called Lender shall) assign pursuant to subsection 17.6(c) all of its rights and obligations under this Agreement to a "Replacement Lender") Lender or other entity selected by such Borrower and acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender applicable Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder; provided that (i) such Borrower shall have no right to replace the Loans payable applicable Agent, (ii) neither the applicable Agent nor any Lender shall have any obligation to such Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which such Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 9.9, in order for such 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 such Borrower and the applicable Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 9.9, as the case may be, and (iv) in 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 applicable Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 9.9, such Borrower shall pay such additional amounts to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the applicable Borrower or the applicable 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 subsection 17.1 and (z) the 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 applicable Borrower's right to replace a Non-Funding Lender pursuant to this subsection 9.9 is, and upon such assumptionshall be, purchase and substitutionin addition to, and subject not in lieu of, all other rights and remedies available to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of Borrower against such original Non-Funding Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" meansat law, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lenderin equity, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsstatute.

Replacement of Lender. In the event that a Replacement Event any Lender or, to the extent applicable, any participant thereof (as defined belowthe "Affected Lender"), (a) occurs and is continuing fails to perform its obligations to fund any portion of the Loans or to issue any Letter of Credit when required to do so by the terms of the Credit Documents; (b) demands payment under the tax provisions of Section 2.6, the reserve or capital adequacy provisions of Section 4.7, or the regulatory change provisions in Section 4.9 or the funding indemnity provisions of Section 4.10 in an amount the Borrower deems materially in excess of the amounts with respect thereto demanded by the other Lenders; or (c) refuses to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Revolving Credit Commitment Percentage under Section 14.9 that is consented to by the Required Lenders prior to such replacement of any LenderLenders in connection therewith; then, so long as no Event of Default exists, the Borrowers may designate another financial institution Borrower shall have the right to seek one or more replacement lenders which is reasonably satisfactory to the Agent (such financial institution being herein called a the "Replacement Lender") acceptable to ). The Replacement Lender shall purchase the Administrative Agent, and which is not a Borrower or an Affiliate interests of the BorrowersAffected Lender in the Loans, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of and its Revolving Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price equal to Commitment and shall assume the outstanding principal amount obligations of the Loans payable to such Affected Lender plus any accrued but unpaid interest on such Loans hereunder and accrued but unpaid commitment fees and letter of credit fees owing to such Lender, and under the other Credit Documents upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory an Assignment and Acceptance and the tender by it to the Administrative Agent Affected Lender of a purchase price agreed between it and the Affected Lender (pursuant or, if they are unable to which such Replacement agree, a purchase price in the amount of the Affected Lender's Revolving Credit Commitment Percentage in the Loan and Letter of Credit Obligations, or appropriate credit support for contingent amounts included therein, and all other outstanding Obligations then owed to the Affected Lender). Such assignment by the Affected Lender shall assume be deemed an early termination of any Eurodollar Loan to the obligations extent of the Affected Lender's portion thereof, and the Borrower will pay to the Affected Lender any resulting amounts due under Section 4.10. Upon consummation of such original Lender under this Agreement)assignment, the Replacement Lender shall succeed become party to this Agreement as a signatory hereto and shall have all the rights and obligations of such the Affected Lender hereunder under this Agreement and such Lender shall no longer be the other Credit Documents with a party hereto or have any rights hereunder provided that Revolving Credit Commitment Percentage equal to the obligations Revolving Credit Commitment Percentage of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Affected Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sections.the

Replacement of Lender. In Within thirty (30) days after receipt by the event that a Replacement Event (as defined below) occurs Borrowers of written notice and is continuing with respect demand from any Lender under the terms of Section 5.1 or Section 5.3 then, subject to any Lenderthis Section 5.8, the Borrowers may designate another financial institution Borrower may, at its option, notify the Agent and such Lender (such financial institution being herein called the "Affected Lender") of the Borrower's intention to obtain, at the Borrower's sole expense, a replacement Lender ("Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans Affected Lender's Loan and participations its obligations under the Loan Documents. Subject to this Section 5.8, the Borrower shall, within thirty (30) days following the delivery of such notice from the Borrower, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the outstanding Loan and other obligations of the Affected Lender and such assume the Affected Lender's rights Commitment and obligations hereunder in accordance with the terms of an Assignment and (if such Lender is Acceptance for cash in an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price aggregate amount equal to the outstanding aggregate unpaid principal amount of the Loans payable Loan and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees and letter of credit fees owing to such Affected Lender, and upon such assumption, purchase and substitution, and subject to including amounts owed under Section 5.1 and/or Section 5.3. Notwithstanding the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, foregoing (a) the commencement Borrower shall continue to be obligated to pay to the Affected Lender in full, without duplication of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration any payments previously made by the appropriate regulatory authority that such Lender is insolvent or Borrower, all amounts then demanded and due under Section 5.1 and/or Section 5.3 in accordance with the terms of this Agreement, (b) neither the making of any claim by Agent nor any Lender under Section 2.8(bshall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion (such approval to be deemed given if notice of the Agent's objection to the Replacement Lender is not delivered to the Borrower within five (5) Business Days after the Agent's receipt of the Borrower's request to add the Replacement Lender), 12.3 and (d) Bank One or 12.5, unless any other Lender which is the changing of the lending office by such Agent hereunder may not be replaced as a Lender would obviate the need of such Lender to make future claims under such Sections.this Section 5.8

Replacement of Lender. In If (a) any Lender requests compensation under Section 12.2, or if the event that Borrower is required to pay any additional amount to any Lender or any Government Entity for the account of any Lender pursuant to Section 7.2, (b) any Lender is a Replacement Event Defaulting Lender, or (as defined belowc) occurs and is continuing in connection with any proposed amendment, modification, termination, waiver or consent with respect to any Lenderof the provisions hereof as contemplated by Section 18.5, the Borrowers may designate another financial institution consent of Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, then the Borrower may, at its sole expense and effort, upon notice to such financial institution being herein called a "Replacement Lender") acceptable to Lender and the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving Loan Commitment hereunder, to purchase the Loans and participations of require such Lender to assign and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lenderdelegate, without recourse (in accordance with and subject to the restrictions set forth in Section 11), all of its interests, rights (other than its existing rights to payments pursuant to Section 7.2 or representation or warranty by12.2, or expense toas applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender) (a “Replacement Lender”); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender for a purchase price shall have received payment of an amount equal to the outstanding principal amount of the Loans all Advances owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (in the case of such Lender plus any accrued but unpaid interest on such Loans outstanding principal and accrued but unpaid commitment fees interest) and letter from the Borrower (in the case of credit fees owing all other amounts), (iii) in the case of a claim for compensation under Section 12.2 or payments required to be made pursuant to Section 7.2, such assignment will result in a reduction in such compensation or payments, and (iv) in the case of a Non-Consenting Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such each Replacement Lender shall assume consent, at the obligations time of such original assignment, to each matter in respect of which such terminated Lender under this Agreement), the Replacement was a Non Consenting Lender. A Lender shall succeed not be required to the rights make any such assignment and obligations delegation if, prior thereto, as a result of such Lender hereunder and such Lender shall no longer be a party hereto or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender with respect to any event occurring or obligations arising before such replacement shall survive such replacement. "Replacement Event" means, with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office waiver by such Lender would obviate or otherwise, the need of circumstances entitling the Borrower to require such Lender assignment and delegation cease to make future claims under such Sectionsapply.

Replacement of Lender. In the event that a Replacement Event If any Lender requests compensation --------------------- pursuant to Subsection 2.6.2 (as defined belowRegulatory Changes; Increased Costs) occurs and is continuing with respect to any Lenderor 2.6.3 (Capital Requirements), the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Administrative Agent, and which is not a Borrower or an Affiliate of the Borrowers, to assume such Lender's Revolving obligation to make or continue, or to convert Loans into LIBOR Loan Commitment hereundershall be suspended pursuant to Subsection 2.6.1 (Mandatory Suspension and Conversion of LIBOR Loans) (other than clause (a) of Subsection 2.6.1), or such Lender requests compensation pursuant to purchase Section 2.9 (Taxes), the Loans Borrower, upon three Business Days' notice, may require that such Lender transfer all of its right, title and participations interest under this Agreement, such Lender's Notes and the other Loan Documents to any Eligible Institution identified by the Borrower with the consent of the Agent, subject to the following: (a) such proposed transferee shall agree to assume all of the obligations of such Lender and such Lender's rights hereunder and (if such Lender is an Issuing Bank) to issue Letters of Credit in substitution for all outstanding Letters of Credit issued by such Lender, without recourse to or representation or warranty by, or expense to, such Lender for a purchase price consideration equal to the outstanding principal amount of such Lender's Loans, together with interest thereon to the Loans payable date of such transfer, and satisfactory arrangements are made for payment to such Lender plus of all other amounts payable hereunder to such Lender on or prior to the date of such transfer (including any fees accrued but unpaid interest hereunder and any amounts that would be payable under Section 2.6.4 (Breakage)as if all of such Lender's Loans were being prepaid in full on such Loans date) and accrued but unpaid commitment fees and letter of credit fees owing to (b) if such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (being replaced has requested compensation pursuant to which Subsection 2.6.2 or 2.6.3 or Section 2.9, such Replacement Lender shall assume the obligations of such original Lender under this Agreement)proposed transferee's aggregate requested compensation, the Replacement Lender shall succeed if any, pursuant to the rights and obligations of such Lender hereunder and such Lender shall no longer be a party hereto Subsection 2.6.2 or have any rights hereunder provided that the obligations of the Borrowers to indemnify such Lender 2.6.3 or Section 2.9 with respect to such replaced Lender's Loans is lower than that of the Lender replaced. Without prejudice to the survival of any event occurring other agreement of the Borrower hereunder, the agreements of the Borrower contained in this Section 2.6 and in Section 12.14 (Payment and Reimbursement of Costs and Expenses; Indemnification)(without duplication of any payments made to such Lender by the Borrower or obligations arising before such replacement the proposed transferee) shall survive such replacement. "Replacement Event" means, for the benefit of any Lender replaced under this Subsection 2.6.8 with respect to any Lender, (a) the commencement of or the taking of possession by, a receiver, custodian, conservator, trustee or liquidator of time prior to such Lender, or the declaration by the appropriate regulatory authority that such Lender is insolvent or (b) the making of any claim by any Lender under Section 2.8(b), 12.3 or 12.5, unless the changing of the lending office by such Lender would obviate the need of such Lender to make future claims under such Sectionsreplacement.