Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender; or (ii) the Borrower becomes obliged to repay any amount in accordance with 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 in excess of amounts payable to the other Lenders generally, then the Borrower may, on 15 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 22 (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, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances 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 this Clause shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or the Security Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the 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 90 days after the date the Non-Consenting Lender notifies the Borrower 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 Borrower; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting LenderLender (as defined in paragraph (c) below); or (ii) the Borrower an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up), Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower Parent may, on 15 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 22 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 BorrowerParent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Advances Loans and all accrued interest, interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Borrower Parent shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor Agent or the Borrower Security AgentTrustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Borrower 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 90 days after the date the Non-Consenting Lender notifies the Borrower 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 Borrower; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender; or (ii) the Borrower time an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 15.1 (Increased costs) or Clause 14.2 (Tax gross-up), Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower may, on 15 10 Business Days’ ' prior written notice to the Facility COFACE Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 22 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Facility COFACE Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Advances Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor COFACE Agent or Security Agent or the Security U.S. Collateral Agent; (ii) neither the Facility COFACE Agent nor the Lender shall have any obligation to the 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 90 days after the date the Non-Consenting Lender notifies the Borrower 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 Borrower; and (iviii) in no event shall the Lender replaced under this paragraph (b) Clause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting LenderLender (as defined in paragraph (c) below); or (ii) the Borrower an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 10.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 18.1 (Increased Costs) or Clause 17.2 (Tax gross-up), Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower Parent may, on 15 14 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 22 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, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowerParent, and which is acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Revolving Facility Commitment), the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Utilisations and all accrued interestinterest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause shall be subject to the following conditions: (i) the Borrower Parent shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor Agent or the Security Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Borrower 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 90 45 days after the date the Non-Consenting Lender notifies the Borrower Parent 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 BorrowerParent; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) 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) the Majority Lenders 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 shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any time: (i) time any Lender becomes a Non-Consenting Lender; or Lender (iias defined in paragraph (c) the Borrower becomes obliged to repay any amount in accordance with Clause 7.1 (Illegalitybelow) 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 in excess of amounts payable to the other Lenders generally, then the Borrower Parent may, on 15 five (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 22 30 (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 BorrowerParent, and which is acceptable to the Agent and (in the case of any transfer of a Revolving Facility Commitment or a participation in a Letter of Credit) the Issuing Agent and (acting reasonably)in the case of any transfer of a US Dollar Swingline Commitment or a participation in a US Dollar Swingline Loan) the Swingline Agent, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Utilisations and all accrued interestinterest or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 42.3 shall be subject to the following conditions: (i) the Borrower Borrowers shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than Swingline Agent or the Issuing Agent pursuant to this Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or the Security Agent42.3; (ii) neither the Facility Agent nor the Non-Consenting Lender shall have any obligation to the Borrower Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 90 ninety (90) days after the date the Non-Consenting Lender notifies the Borrower Borrowers and the Facility Agent of its failure or refusal to give a consent in relation to, or agree to any consent, waiver or amendment to the Finance Documents requested by the BorrowerBorrowers; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Borrowers or the Agent (at the request of the Borrowers) 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; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Facility Commitments prior to that reduction) have consented to such waiver 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”.

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting LenderLender (as defined in paragraph (c) below); or (ii) the Borrower 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 Clause 7.1 Subclause 11.1 (Mandatory prepayment - Illegality) or to pay additional amounts pursuant to Clause 12.2 Subclauses 15.1 (Tax grossGrossing-upup for Taxes), Clause 12.3 15.2 (Tax Indemnity), ) or Clause 13.1 16.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower Company may, on 15 ten Business Days’ 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 22 31 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement and any Commitment cancelled by operation of Clause 11.1 (Mandatory prepayment —Illegality) will be deemed reinstated upon such transfer to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowerCompany, and which is acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Revolving Credit Commitment or liability under Clause 7.5(b) (Indemnities)) the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Credits and all accrued interest, Break Costs interest (and any breakage costs) and fees and other amounts payable in relation thereto under the Finance Documentshereunder. (b) The replacement of a Lender pursuant to this Clause Subclause shall be subject to the following conditions: (i) the Borrower Company shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor Agent or the Security Agent; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Borrower Company to find a Replacement LenderLender or other such entity; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 90 120 days after the date the Non-Consenting Lender notifies notified the Borrower Company and the Facility Agent of its failure or refusal to give a consent in relation to, or agree to any consent, waiver or amendment to the Senior Finance Documents requested by the BorrowerCompany; and (iv) in no event shall the Lender replaced under this paragraph (b) Subclause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the 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 such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any time: (i) time any Lender becomes a Non-Consenting Lender; or Lender (iias defined in paragraph (c) the Borrower becomes obliged to repay any amount in accordance with Clause 7.1 (Illegalitybelow) 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 in excess of amounts payable to the other Lenders generally, then the Borrower Parent may, on 15 five (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 22 30 (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 BorrowerParent, and which is acceptable to the Agent and (in the case of any transfer of a Revolving Facility Commitment or a participation in a Letter of Credit) the Issuing Agent and (acting reasonably)in the case of any transfer of a US Dollar Swingline Commitment or a participation in a US Dollar Swingline Loan) the Swingline Agent, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring LenderXxxxxx’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such LenderXxxxxx’s participation in the outstanding Advances Utilisations and all accrued interestinterest or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 42.3 shall be subject to the following conditions: (i) the Borrower Borrowers shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than Swingline Agent or the Issuing Agent pursuant to this Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or the Security Agent42.3; (ii) neither the Facility Agent nor the Non-Consenting Lender shall have any obligation to the Borrower Borrowers to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 90 ninety (90) days after the date the Non-Consenting Lender notifies the Borrower Borrowers and the Facility Agent of its failure or refusal to give a consent in relation to, or agree to any consent, waiver or amendment to the Finance Documents requested by the BorrowerBorrowers; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Borrowers or the Agent (at the request of the Borrowers) 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; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Facility Commitments prior to that reduction) have consented to such waiver 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”.

Replacement of Lender. (a) If at any timeIf: (i) any Lender becomes a Non-Consenting LenderLender (as defined in paragraph (d) below); or (ii) the Borrower an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 15.1 (Increased costs), Clause 14.2 (Tax gross-up), ) or Clause 12.3 14.3 (Tax Indemnity), or Clause 13.1 (Increased Costsindemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Borrower Company may, on 15 Business Days’ ' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 22 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 Borrower, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring LenderLenders) 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 's participation in the outstanding Advances Utilisations 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 this Clause 46.5 shall be subject to the following conditions: (i) the Borrower Company shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor Security Agent or the Secondary Security Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Borrower 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 20 Business Days after the date the on which that Lender is deemed a Non-Consenting Lender notifies the Borrower 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 Borrower; andLender; (iv) in no event shall the Lender replaced under this paragraph (b) Clause 46.5 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 pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the 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 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 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 who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any timeIf: (i) any Lender becomes a Non-Consenting LenderLender (as defined in paragraph (d) below); or (ii) the Borrower any Lender becomes a Conflicted Lender; or (iii) a Loan Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 15.1 (Increased costs), Clause 14.2 (Tax gross-up), ) or Clause 12.3 14.3 (Tax Indemnity), or Clause 13.1 (Increased Costsindemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Borrower may, on 15 five Business Days’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 22 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which is acceptable to (in the Facility Agent (acting reasonably), case of any transfer of a Commitment) and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring LenderLenders) 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 outstanding Advances Loans and all accrued interestinterest and/or fees (to the extent that the Agent has not given a notification under Clause 25.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto (not including any Margin) under the Finance Documents. (b) The Unless otherwise agreed by the Majority Lenders (excluding any Non-Consenting Lender, if applicable), the replacement of a Lender pursuant to this Clause 37.5 shall be subject to the following conditionsfollowing: (i) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor Agent or the Security AgentAgent (in each case in such capacity); (ii) neither the Facility Agent nor the Lender shall have any obligation to the Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender or Conflicted Lender such replacement must take place no later than 90 30 days after the date the on which that Lender is deemed a Non-Consenting Lender notifies the Borrower 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 Borrower; andConflicted Lender; (iv) in no event shall the Lender replaced under this paragraph (b) Clause 37.5 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 pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the 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 Borrower when it is satisfied that it has complied with those checks. (d) 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) the 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 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 consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any time: (i) any Lender becomes In the event that a Non-Consenting Lender; or (ii) the Borrower becomes obliged to repay any amount in accordance Replacement Event occurs and is continuing with 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) respect 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 Facility Agent and such Lender, replace Borrowers may designate another financial institution (such Lender by requiring such Lender to (and 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 a Lender or other bank, financial institution, trust, fund or other entity (institution being herein called a “Replacement Lender”) selected by acceptable to the BorrowerAdministrative Agent, and which is acceptable to the Facility Agent (acting reasonably)not a Borrower or an Affiliate of a Borrower, which confirms its willingness to assume and does assume all the obligations such Lender’s portion of the transferring Revolving Loan Commitment hereunder, to purchase the Loans and participations of such Lender (including the assumption of the transferring and such Lender’s participations on rights hereunder and (if such Lender is the same basis as the transferring 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 plus amounts necessary to cash collateralize any Letters of Credit issued by such Lender’s participation in the outstanding Advances , and all accrued interestupon such assumption, Break Costs purchase and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause shall be substitution, and subject to the following conditions: execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (i) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal which such Replacement Lender shall assume the obligations of a Special Rate Provider)such original Lender under this Agreement), the Joint & Several Creditor or the Security Agent; (ii) neither the Facility Agent nor the Replacement Lender shall have any obligation succeed to the Borrower to find a Replacement rights and obligations of such 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 Borrower 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 Borrower; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender; or (ii) the Borrower time an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 15.1 (Increased costs) or Clause 14.2 (Tax gross-up), Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower may, on 15 10 Business Days’ prior written notice to the Facility COFACE Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 22 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Facility COFACE Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Utilisations 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 this Clause shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor COFACE Agent or Security Agent or the Security U.S. Collateral Agent; (ii) neither the Facility COFACE Agent nor the Lender shall have any obligation to the 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 90 days after the date the Non-Consenting Lender notifies the Borrower 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 Borrower; and (iviii) in no event shall the Lender replaced under this paragraph (b) Clause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender; or (ii) the Borrower time an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 15.1 (Increased costs) or Clause 14.2 (Tax gross-up), Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower may, on 15 10 Business Days’ ' prior written notice to the Facility BPIAE Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 22 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Facility BPIAE Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Advances Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or the Security Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the 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 90 days after the date the Non-Consenting Lender notifies the Borrower 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 Borrower; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender; or (ii) the Borrower time an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 15.1 (Increased costs) or Clause 14.2 (Tax gross-up), Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower may, on 15 10 Business Days’ ' prior written notice to the Facility BPIAE Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 22 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Facility BPIAE Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's 0080105-0000405 PA:20488617.7 163 participation in the outstanding Advances Utilisations 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 this Clause shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor BPIAE Agent or Security Agent or the Security U.S. Collateral Agent; (ii) neither the Facility BPIAE Agent nor the Lender shall have any obligation to the 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 90 days after the date the Non-Consenting Lender notifies the Borrower 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 Borrower; and (iviii) in no event shall the Lender replaced under this paragraph (b) Clause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) 39.3.1 If at any time: (i) any Lender becomes a Non-Consenting Lender; or (ii) the Borrower time an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 9.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 15.1 (Increased Costs) or Clause 14.2 (Tax gross-up), Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, generally then the Borrower may, on 15 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 22 26 (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, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Advances Utilisations and all accrued interest, interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 39.3.2 The replacement of a Lender pursuant to this Clause 39.3 (Replacement of Lender) shall be subject to the following conditions: (iA) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or the Security Agentan Administrative Finance Party; (iiB) neither the Facility Agent nor the Lender shall have any obligation to the 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 90 days after the date the Non-Consenting Lender notifies the Borrower 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 Borrower; and (ivC) in no event shall the Lender replaced under this paragraph (b) Clause 39.3.2 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time38.5.1 If: (i) 38.5.1.1 any Lender becomes a Non-Consenting Lender (as defined in Clause 38.5.4 below) or a Defaulting Lender; oror Common Terms Agreememt_Execution (ii) the Borrower 38.5.1.2 an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 10.3.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 15.1 (Increased costs), Clause 14.2 (Tax gross-up), ) or Clause 12.3 14.3 (Tax Indemnity), or Clause 13.1 (Increased Costsindemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Borrower may, on 15 5 (five) Business Days’ ' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 22 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement the Finance Documents to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Facility Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring LenderLenders) 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 Xxxxxx's participation in the outstanding Advances Loans and all accrued interest, Break Breakage Costs and other amounts payable in relation thereto under the Finance Documents. (b) 38.5.2 The replacement of a Lender pursuant to this Clause 38.5 shall be subject to the following conditions: (i) 38.5.2.1 the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or the Security Agent; (ii) 38.5.2.2 neither the Facility Agent nor the Non-Consenting Lender or the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender; (iii) 38.5.2.3 in the event of a replacement of a Non-Consenting Lender or Defaulting Lender such replacement must take place no later than 90 days 10 (ten) Business Days after the date the on which that Lender is deemed a Non-Consenting Lender notifies and in the Borrower and case of a Defaulting Lender, after the Facility Agent of its failure or refusal to give a consent notice in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Borrower; andClause 38.5.1; (iv) 38.5.2.4 in no event shall the Lender replaced under this paragraph (b) Clause 38.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and 38.5.2.5 the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 38.5.1 above once it is satisfied that it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations in relation to that transfer. Common Terms Agreememt_Execution 38.5.3 A Lender shall perform the checks described in Clause 38.5.

Replacement of Lender. (a) If at any time:If (i) any Lender becomes a Non-Consenting LenderLender (as defined in paragraph (d) below); or (ii) the Borrower an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 10.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 18.1 (Increased Costs), Clause 17.2 (Tax gross-up), Clause 12.3 15.3 (Market disruption) or Clause 17.3 (Tax Indemnity), or Clause 13.1 (Increased Costsindemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Borrower Company may, on 15 10 Business Days’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 22 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, trust, fund or other entity an Eligible Institution (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 28 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such LenderXxxxxx’s participation in the outstanding Advances Loans and all accrued interestinterest (to the extent that the Agent has not given a notification under Clause 28.14 (Pro rata interest settlement)), Break Costs 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 following conditions: (i) the Borrower Company shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor Agent or the Security Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Borrower 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 60 Business Days after the date the on which that Xxxxxx is deemed a Non-Consenting Lender notifies the Borrower 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 Borrower; andLender; (iv) in no event shall the Lender replaced under this paragraph (b) 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 pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

Replacement of Lender. (a) If at any time36.6.1 If: (i) 36.6.1.1 any Lender becomes a Non-Consenting LenderLender (as defined in Clause 36.6.4 below below); or (ii) the Borrower 36.6.1.2 an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 (Tax gross-up), Clause 12.3 14.3 (Tax Indemnity), ) or Clause 13.1 15 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Borrower Company may, on 15 10 Business Days’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 22 25 (Changes 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, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowerCompany, and which is acceptable to the Facility Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring LenderLenders) 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 outstanding Advances Utilisations and all accrued interestinterest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro-Rate Interest Settlement), Break Costs and 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 pays the relevant amount to the Agent. (b) 36.6.2 The replacement of a Lender pursuant to this Clause 36.6 shall be subject to the following conditions: (i) 36.6.2.1 the Borrower Company shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or the Security Agent; (ii) 36.6.2.2 neither the Facility Agent nor the Lender shall have any obligation to the Borrower Company to find a Replacement Lender; (iii) 36.6.2.3 in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 90 30 days after the date the on which that Lender is deemed a Non-Consenting Lender notifies the Borrower 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 Borrower; andLender; (iv) 36.6.2.4 in no event shall the Lender replaced under this paragraph (b) Clause 36.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and 36.6.2.5 the Lender shall only be obliged to transfer its rights and obligations 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 regulations in relation to that transfer. 36.6.3 A Lender shall perform the checks described in Clause 36.6.

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting Lender; or (ii) the Borrower becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 13 (Increased Costs), Clause 12.2 (Tax gross-up), ) or Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costsindemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Borrower may, on 15 10 Business Days’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 22 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender an Eligible Institution which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other bank, financial institution, trust, fund or other entity assets (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender’s participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such LenderXxxxxx’s participation in the outstanding Advances Utilisations and all accrued interestinterest (to the extent that the Agent has not given a notification under Clause 21.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. If a Lender is required to transfer rights and obligations pursuant to this Clause 32.5 but fails to do so within 3 Business Days of being required to do so that Xxxxxx’s Commitment and/or participation shall not be included for the purpose of calculating the Total Commitments or participations under the relevant Facility when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments and/or participations has been obtained in respect of a request for a consent, waiver, amendment of or in relation to any of the terms of any Finance Documents or other vote of Lenders under the terms of this Agreement. (b) The replacement of a Lender pursuant to this Clause 32.5 shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor Agent or the Security Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the 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 90 days after the date the Non-Consenting Lender notifies the Borrower 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 Borrower; and (iv) in no event shall the Lender replaced under this paragraph (b) Clause 32.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(iv) 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.

Replacement of Lender. (a) If at any time: (i) any Lender becomes a Non-Consenting LenderLender (as defined in paragraph (c) below); or (ii) the Borrower an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 9.1 (Illegality) or to pay additional amounts pursuant to Clause 12.2 14.2 (Tax gross-up), Clause 12.3 14.3 (Tax Indemnity), indemnity) or Clause 13.1 15.1 (Increased Costscosts) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower Company may, on 15 five Business Days’ prior written notice to the Facility Agent and such Lender, at any time up to 180 days after the occurrence of an event or circumstance specified in sub-paragraphs (a)(i) or (a)(ii) above, be entitled to replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 22 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the BorrowerCompany, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances Utilisations and all accrued interest, interest and/or fees in respect of Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 37.3 shall be subject to the following conditions: (i) the Borrower Company shall have no right to replace the Facility Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or the Security Agent; (ii) neither the Facility Agent nor the relevant Lender shall have any obligation to the Borrower any Obligor to find a Replacement Lender; (iii) in the event of a replacement in full of a Non-Consenting Lender such replacement must take place no later than 90 within 180 days after of the date on which the Non-Consenting Lender notifies the Borrower and the Facility Agent of its failure request for consent or refusal to give a consent in relation to, or agree to any waiver or amendment to of the Finance Documents requested was delivered to the Lenders by the BorrowerCompany; and (iv) in no event shall the Lender replaced in full under this paragraph (b) Clause 37.3 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (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; 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 consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.