Common use of Replacement of Non-Consenting Lenders Clause in Contracts

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 15.2 (ai) If requiring the consent of all Lenders, the consent of Required Lenders is obtained but the consent of all Lenders whose consent is required is not obtained or (ii) requiring the consent of Required Lenders, the consent of Lenders holding fifty-one percent (51%) or more of the applicable threshold, is obtained but the consent of Required Lenders is not obtained (any Lender withholding consent as described in clause (i) and (ii) hereof being referred to as a “Non-Consenting Lender”), then, so long as the Agent is not a Non-Consenting Lender, then the Company Agent may, at its the sole expense and effortof the Borrowers, upon notice to such Non-Consenting Lender and the Facility AgentBorrowers, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Partiesin Section 15.5(b)), all of its interests, rights and obligations under the Finance Documents this Agreement to any person an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) however, that such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (aOn the Amendment No. 2 Effective Date, concurrently with the effectiveness of this Amendment No. 2, the Borrower shall be deemed to have exercised its rights under Section 13.7(b) If any of the Credit Agreement to require each Term B Lender and Term C Lender that is a Non-Consenting Lender in respect of this Amendment No. 2 to assign its Existing Term B Loans and/or Existing Term C Loans, as applicable, that are listed on Schedule 1 to this Amendment No. 2 to Citibank, N.A. (the “Replacement Lender”). By its execution of this Amendment No. 2, then the Company may, at its sole expense and effort, upon notice Administrative Agent agrees to accept such Lender assignments and the Facility Agent, require Replacement Xxxxxx agrees to accept such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained inassignments, and consents required by Clause 27 (Changes to the Parties))approves this Amendment No. 2 in its capacity as assignee of any such Existing Term B Loans and Existing Term C Loans and as a “Term B Lender” and “Term C Lender” hereunder. In connection with such assignments, all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time Replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lenders (immediately following satisfaction of Section D.2. hereof) a price equal to the assignment or delegation or would be outstanding as a result of it; principal amount thereof plus accrued and unpaid interest thereon and (ii) the Borrower shall repay pursuant to Section 13.7(b) of the Credit Agreement all Obligations (other than the principal amount plus accrued and unpaid interest) of the Borrower (if any) owing to such Non-Consenting Lender shall have received payment in respect of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented this Amendment No. 2 relating to the applicable amendment, waiver or consent which resulted in that Lender becoming a Existing Term B Loans and/or Existing Term C Loans of such Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if. For the avoidance of doubt, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory executed an Assignment and Acceptance with respect to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) abovethen outstanding Existing Term B Loan and/or Existing Term C Loans.

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting LenderIf, then the Company may, at its sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict connection with applicable law; and (iv) the applicable assignee shall have consented to the applicable any proposed amendment, waiver or consent which resulted in that requiring the consent of “each Lender” or “each Lender becoming directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender. ”), or (bii) A any Lender shall not be required to make any such assignment if, prior thereto, as makes a result of a waiver by such Lender claim for compensation under Section 3.1 or otherwise, the circumstances entitling 3.5 an (“Increased Cost Lender”) then the Company may elect to require replace such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled or Increased Cost Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the continuing benefit Company and the Administrative Agent shall agree, as of such date, to purchase for cash the indemnities provided Loans and other Obligations due to such Non-Consenting Lender or Increased Cost Lender pursuant to an Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of such Non-Consenting Lender or Increased Cost Lender to be terminated as of such date and to comply with the requirements of Section 13.3, and (ii) each Borrower shall pay to such Non-Consenting Lender or Increased Cost Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Clause 24 Sections 3.1 and 3.5 (Indemnities other than any disputed amounts), and Break Costs(2) in respect an amount, if any, equal to the payment which would have been due to such Lender on the day of any action or omission which occurred, or which is alleged to have occurred, during such replacement under Section 3.4 had the period in which they were a Lender (unless the Loans of such Non-Consenting Lender has already or Increased Cost Lender been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each prepaid on such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory rather than sold to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a replacement Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 15.1 hereof: (ai) If requiring the consent of all Lenders, the consent of Required Lenders is obtained but the consent of all Lenders whose consent is required is not obtained, (ii) requiring the consent of Required Lenders, the consent Lenders holding 51% or more is obtained but the consent of Required Lenders is not obtained (any Lender withholding consent as described in clause (i) and (ii) hereof being referred to as a "Non-Consenting Lender"), THEN, so long as the Administrative Agent or any Term B Lender is a not the Non-Consenting Lender, then the Company Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Facility Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)in Section 13.1), all of its interests, rights and obligations under the Finance Documents this Agreement to any person an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: ; PROVIDED that (i) no Default is outstanding at the time Borrower shall have received the prior written consent of the assignment or delegation or would Administrative Agent, which consent shall not be outstanding as a result of it; unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make including any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender breakage compensation under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omissionSection 14.4 hereof). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 13.1 hereof: (ai) If requiring the consent of all Lenders, the consent of Required Lenders is obtained but the consent of all Lenders whose consent if required is not obtained or (ii) requiring the consent of Required Lenders, the consent of Lenders holding 51% or more is obtained but the consent of Required Lenders is not obtained (any Lender withholding consent as described in clause (i) and (ii) hereof being referred to as a “Non-Consenting Lender”), then, so long as the Administrative Agent is not a Non-Consenting Lender, then the Company Administrative Agent may, at its the sole expense and effortof such Borrowers, upon notice to such Non-Consenting Lender and the Facility AgentBorrower Representative, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)in Section 10.2), all of its interests, rights and obligations under the Finance Documents this Agreement to any person an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) that such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (a) If any On and as of the First Amendment Effective Date, the Revolving Facility shall be allocated among the Lenders under the Amended Credit Agreement, including Replacement Lenders (collectively, the “Continuing Lenders”), such that immediately after giving effect to this First Amendment on the First Amendment Effective Date, each Continuing Lender is a shall hold Revolving Commitments and Revolving Loans in the amounts set forth opposite such Person’s name on Schedule II to the Amended Credit Agreement, all as previously disclosed to the Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender Lenders and the Facility Continuing Lenders by the Administrative Agent. (b) In addition, require such Lender the Borrower hereby requires, pursuant to assign (and delegate, without recourse (in accordance with with) Section 2.25 of the Existing Credit Agreement, that each Non-Consenting Lender assign its Revolving Commitments and subject to the restrictions contained inRevolving Loans, and consents required by Clause 27 (Changes to the Parties)), all of its interests, rights and obligations with respect thereto, under the Finance Existing Credit Agreement and the related Loan Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time as of the assignment or delegation or would be outstanding as First Amendment Effective Date (each, a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a “Non-Consenting Lender. (b) A Lender shall not be required Assigned Interest”), to make any such assignment if, prior thereto, Replacement Lenders as a result set forth herein. Each of a waiver by such Lender or otherwisethe Administrative Agent, the circumstances entitling Issuing Bank and the Company Swingline Lender, by its signature to require such this First Amendment, hereby consents to the assignment and delegation cease of each of the Non-Consenting Lender Assigned Interests pursuant to applythis Section 2. This First Amendment constitutes any notice to the Administrative Agent and/or each Non-Consenting Lender that is required pursuant to Section 2.25 of the Existing Credit Agreement. (c) Each As a result of the foregoing, a Continuing Lender’s Pro Rata Share of the Aggregate Revolving Commitments under the Amended Credit Agreement may be (i) greater than such Continuing Lender’s Pro Rata Share of the Aggregate Revolving Commitments under the Existing Credit Agreement (each such Continuing Lender, an “Increasing Lender”) or (ii) less than such Continuing Lender’s Pro Rata Share of the Aggregate Revolving Commitments under the Existing Credit Agreement (each such Continuing Lender, a “Decreasing Lender”). (d) To effect the foregoing, on and as of the First Amendment Effective Date, (i) each Non-Consenting Lender shall be entitled deemed to the continuing benefit of the indemnities provided to the have assigned its Non-Consenting Lender under Clause 24 Assigned Interest and (Indemnities and Break Costsii) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-each Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are assigned its Revolving Commitments and Revolving Loans, and all or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all portion of its interests, rights and obligations with respect thereto, under the Existing Credit Agreement and the related Loan Documents as of the First Amendment Effective Date (each, a “Consenting Lender Assigned Interest” and, together with the Non-Consenting Lender Assigned Interests, collectively, the “Assigned Interests”), in each relevant capacity case for a purchase price at par (the “Purchase Price”), to that replacement Continuing Lenders in such amounts as required by the Administrative Agent in order that, after giving effect to all such assignments pursuant to this Section 2, (i) each Continuing Lender shall hold Revolving Commitments and Revolving Loans in the amounts set forth opposite such Person’s name on Schedule II to the Amended Credit Agreement, and (ii) each Non-Consenting Lender shall hold no Revolving Commitments and no Revolving Loans. (e) On the First Amendment Effective Date: (i) To the extent Revolving Loans are outstanding on the First Amendment Effective Date, each Increasing Lender shall remit to the Administrative Agent, in the manner contemplated by Section 2.6 of the Amended Credit Agreement, such amount as may be necessary for such Increasing Lender to hold Revolving Loans in the amounts set forth opposite such Person’s name on Schedule II to the Amended Credit Agreement, which amounts shall, in turn, be used by the Administrative Agent to remit to each Decreasing Lender such amount as may be necessary for such Decreasing Lender to hold Revolving Loans in the amounts set forth opposite such Person’s name on Schedule II to the Amended Credit Agreement. (ii) The Administrative Agent shall remit (A) to each Consenting Lender and to each Non-Consenting Lender (with amounts received from the Borrower pursuant to Section 3(h) of this First Amendment) such Person’s pro rata share of all unpaid interest, commitment fees, Letter of Credit participation fees and other amounts (including any breakage costs) in respect of the Revolving Loans and Revolving Commitments of the Lenders under the Existing Credit Agreement, in each case that have accrued to but excluding the First Amendment Effective Date and (B) to each Non-Consenting Lender an amount equal to the Purchase Price (net of amounts paid pursuant to clause (A) above) with respect to its Non-Consenting Lender Assigned Interest, whereupon such Non-Consenting Lender shall cease to be a party to the Amended Credit Agreement. (f) The Administrative Agent hereby waives each processing and recordation fee that would otherwise be due pursuant to Section 10.4 of the Existing Credit Agreement in connection with the assignments contemplated by this Section 2. Further, it is hereby agreed that this First Amendment shall be deemed to be an Assignment and Acceptance with respect to the assignments contemplated by this Section 2. (g) Each Replacement Lender, if any, that initially becomes a party to the Amended Credit Agreement on the First Amendment Effective Date hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) on and as of the First Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Revolving Commitment (or Affiliate Revolving Loans) and all other related rights and obligations under the Amended Credit Agreement, shall have the obligations of a Lender thereunder, (C) it has received a copy of the Existing Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this First Amendment and become a Lender under the Amended Credit Agreement, and (D) it has, independently and without reliance upon the Administrative Agent or any existing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment and become a Lender under the Amended Credit Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (B) designated it will perform in accordance with their terms all of the obligations which by the Company terms of the Loan Documents are required to be performed by it as a Lender. (h) Notwithstanding anything to the contrary herein, in the event that each Lender under subparagraph (d)(ii) abovethe Existing Credit Agreement consents to this First Amendment, this First Amendment shall be adopted in accordance with Section 10.2 of the Existing Credit Agreement, and Section 2.25 of the Existing Credit Agreement shall not be applicable to this First Amendment or the transactions contemplated hereby.

Replacement of Non-Consenting Lenders. If, in connection with any proposed amendment, modification or waiver to any of the provisions of this Agreement as contemplated by clauses (a) If any Lender through (g), inclusive, of the first proviso to Section 10.1.1, the consent of the Required Lenders is a Non-Consenting Lenderobtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company mayBorrower 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 (or, at its sole expense and effortthe option of the Borrower if the respective Lender's consent is required with respect to less than all Loans, upon notice to such replace only the respective Loans of the respective non-consenting Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject which gave rise to the restrictions contained in, and consents required by Clause 27 need to obtain such Lender's individual consent) with one or more financial institutions or other Persons (Changes each a "Consenting Lender") pursuant to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding this Section 10.1.2 so long as at the time of such replacement, each such Consenting Lender consents to the assignment proposed amendment, modification, or delegation waiver or would be (B) terminate such non-consenting Lender's Revolving Loan Commitment and repay all outstanding Loans of such Lender which gave rise to the need to obtain such Lender's consent, in accordance with Section 2.2.1(b) and/or 3.1.1(h); provided that, unless the Revolving Loan Commitment terminated and Loans repaid pursuant to the 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 Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent exercise of such outstanding principal Lender's rights (and accrued interest and fees) or the Company (in the case withholding of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or any required consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (cLender) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation contemplated by the outgoing Finance Party in each of its other capacities shall be deemed first proviso to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) abovethis Section 10.1.

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company Borrower may, : (i) at its sole expense and effort, upon notice to such Lender and the Facility Administrative Agent, require such Lender to assign and delegate, without recourse (recourse, in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties))by, Section 10.07, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.07 or Section 2.08) and obligations under this Agreement and the Finance Documents related Margin Loan Documentation to a Person eligible to take such Loans by assignment pursuant to Section 10.07 (and such Non-Consenting Lender shall be deemed to have consented to the assignment and delegation of its interests, rights and obligations if it does not execute and deliver any person such assignment to the Administrative Agent within five (5) Business Days after having received a request therefor); provided that shall assume (w) any such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: assignment pursuant to this clause (i) no Default is outstanding at will not be deemed to be a waiver or release by such Lender of its right to any amount payable under Sections 2.04(c) and 2.07(f), (x) Borrower shall have paid to the time of Administrative Agent the assignment or delegation or would be outstanding as a result of it; fee (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loansif any), accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iiiy) such assignment does not conflict with applicable law; and Law and (ivz) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted consent; provided, however, that Borrower (or such Non-Consenting Lender, as applicable) shall offer each Initial Lender and/or any of its Permitted Affiliates a right of first refusal to acquire the interests, rights and obligations of such Non-Consenting Lender by assignment ratably in accordance with such Applicable Lender’s Applicable Percentage and if any such Initial Lender and/or any of its Permitted Affiliates does not accept such offer within seven (7) Business Days, then it shall be deemed to have waived its right of first refusal; provided further that, if an Initial Lender declines such offer, then such declined amounts shall be reoffered to each Initial Lender that accepted such initial offer and each such Initial Lender becoming shall respond within three (3) Business Days to such reoffer; or (ii) if such Initial Lender and/or any of its Permitted Affiliates does not accept such offer(s) of first refusal with respect to any assignment of such Non-Consenting Lender’s interests, rights and obligations as set forth in clause (a)(i), terminate and prepay in full such Non-Consenting Lender’s Loans and Commitments, together with accrued and unpaid interest thereon and any amount due under Sections 2.04(c) and 2.07(f) (and all other Obligations that are then due and payable or will become due and payable on account of such prepayment); provided that (i) such Non-Consenting Lender is not an Accelerating Lender and (ii) such termination will not be deemed to be a waiver or release of any claim that Borrower, the Administrative Agent or any other Lender may have against such Non-Consenting Lender. (b) A Non-Consenting Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company it ceases to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (a) If Notwithstanding anything to the contrary provided in Section 9.6, if any Lender is (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Company may, at its sole expense and effort, upon notice Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender and the Facility Agent, require by deeming such Non-Consenting Lender to assign have assigned its Loans, and delegate, without recourse (in accordance with and subject its Commitments hereunder to one or more assignees reasonably acceptable to the restrictions contained in, and consents required by Clause 27 Administrative Agent (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume unless such obligations (which assignee may be another is a Lender, if an Affiliate of a Lender accepts such assignmentor an Approved Fund); provided, provided that: : (i) no Default is outstanding at the time all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment or delegation or would be outstanding as a result of it; and (ii) such the replacement Lender shall have received payment of an amount purchase the foregoing by paying to such Non-Consenting Lender a price equal to the outstanding principal of its Loans, amount thereof plus accrued and unpaid interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver . No action by or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurredBorrower, or which is alleged to have occurredAdministrative Agent, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a such Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclausethe replacement Lender shall otherwise comply with Section 9.6; provided, and that if such Non-Consenting Lender does not comply with Section 9.6 within three (or any of its Affiliates3) is also a Finance Party in another capacity or capacitiesBusiness Days after Borrower’s request, that Non-Consenting Lender (or that Affiliate) acting in each compliance with Section 9.6 shall not be required to effect such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) aboveassignment.

Replacement of Non-Consenting Lenders. (a) If any Lender is (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.08 requires the consent of all of the Lenders affected and with respect to which the Super-required Lenders shall have granted their consent, then the Company may, Borrowers shall have the right (unless such Non-Consenting Lender grants such consent) at its their sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance including with and subject respect to the restrictions contained in, processing and consents required by Clause 27 (Changes recordation fee referred to the Partiesin Section 10.04(b)(ii)(B)), all of to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower Representative’s request) assign its interestsLoans and its Commitments (or, rights at the Borrower Representative’s option, the Loans and obligations Commitments under the Finance Documents Facility that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: one or more assignees reasonably acceptable to (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; Administrative Agent (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loansunless, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) an assignment of Term Loans, such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendmentis a Lender, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result an Affiliate of a waiver by such Lender or otherwisean Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the circumstances entitling Issuing Bank; provided that: (a) all Obligations of the Company Borrowers owing to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender being replaced shall be entitled paid in full to the continuing benefit of the indemnities provided to the such Non-Consenting Lender under Clause 24 by the assignee or the Borrowers, as applicable, concurrently with such assignment, (Indemnities and Break Costsb) in respect of any action or omission which occurred, or which is alleged the replacement Lender shall purchase the foregoing by paying to have occurred, during the period in which they were a Lender (unless the such Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action price equal to the principal amount thereof plus accrued and unpaid interest thereon and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or omission). (d) Where a Lender is a termination. In connection with any such assignment the Borrowers, Administrative Agent, such Non-Consenting Lender and has made or the replacement Lender shall otherwise comply with Section 10.04. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is required coupled with an interest) to make an assignment and/or delegation under this Subclause, execute and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shalldeliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interest hereunder in the date on which it makes circumstance contemplated by this Section 2.18(c) and the Administrative Agent agrees to effectuate such assignment and/or delegation under within three Business Days after the Borrower Representative’s request so long as the other conditions for such assignment set forth in this Subclause Section 2.18 and in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party Section 10.04 have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) abovesatisfied.

Replacement of Non-Consenting Lenders. (a) If any On and as of the Second Amendment Effective Date, the Revolving Facility shall be allocated among the Lenders under the Amended Credit Agreement, including Replacement Lenders (collectively, the “Continuing Lenders”), such that immediately after giving effect to this Second Amendment on the Second Amendment Effective Date, each Continuing Lender is a shall hold Revolving Commitments and Revolving Loans in the amounts set forth opposite such Person’s name on Schedule II to the Amended Credit Agreement, all as previously disclosed to the Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender Lenders and the Facility Continuing Lenders by the Administrative Agent. (b) In addition, require such Lender the Borrower hereby requires, pursuant to assign (and delegate, without recourse (in accordance with with) Section 2.25 of the Existing Credit Agreement, that each Non-Consenting Lender assign its Revolving Commitments and subject to the restrictions contained inRevolving Loans, and consents required by Clause 27 (Changes to the Parties)), all of its interests, rights and obligations with respect thereto, under the Finance Existing Credit Agreement and the related Loan Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time as of the assignment or delegation or would be outstanding as Second Amendment Effective Date (each, a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a “Non-Consenting Lender. (b) A Lender shall not be required Assigned Interest”), to make any such assignment if, prior thereto, Replacement Lenders as a result set forth herein. Each of a waiver by such Lender or otherwisethe Administrative Agent, the circumstances entitling Issuing Bank and the Company Swingline Lender, by its signature to require such this Second Amendment, hereby consents to the assignment and delegation cease of each of the Non-Consenting Lender Assigned Interests pursuant to applythis Section 2. This Second Amendment constitutes any notice to the Administrative Agent and/or each Non-Consenting Lender that is required pursuant to Section 2.25 of the Existing Credit Agreement. (c) Each As a result of the foregoing, a Continuing Lender’s Pro Rata Share of the Aggregate Revolving Commitments under the Amended Credit Agreement may be (i) greater than such Continuing Lender’s Pro Rata Share of the Aggregate Revolving Commitments under the Existing Credit Agreement (each such Continuing Lender, an “Increasing Lender”) or (ii) less than such Continuing Lender’s Pro Rata Share of the Aggregate Revolving Commitments under the Existing Credit Agreement (each such Continuing Lender, a “Decreasing Lender”). (d) To effect the foregoing, on and as of the Second Amendment Effective Date, (i) each Non-Consenting Lender shall be entitled deemed to the continuing benefit of the indemnities provided to the have assigned its Non-Consenting Lender under Clause 24 Assigned Interest and (Indemnities and Break Costsii) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-each Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are assigned its Revolving Commitments and Revolving Loans, and all or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all portion of its interests, rights and obligations with respect thereto, under the Existing Credit Agreement and the related Loan Documents as of the Second Amendment Effective Date (each, a “Consenting Lender Assigned Interest” and, together with the Non-Consenting Lender Assigned Interests, collectively, the “Assigned Interests”), in each relevant capacity case for a purchase price at par (the “Purchase Price”), to that replacement Continuing Lenders in such amounts as required by the Administrative Agent in order that, after giving effect to all such assignments pursuant to this Section 2, (i) each Continuing Lender shall hold Revolving Commitments and Revolving Loans in the amounts set forth opposite such Person’s name on Schedule II to the Amended Credit Agreement, and (ii) each Non-Consenting Lender shall hold no Revolving Commitments and no Revolving Loans. (e) On the Second Amendment Effective Date: (i) To the extent Revolving Loans are outstanding on the Second Amendment Effective Date, each Increasing Lender shall remit to the Administrative Agent, in the manner contemplated by Section 2.6 of the Amended Credit Agreement, such amount as may be necessary for such Increasing Lender to hold Revolving Loans in the amounts set forth opposite such Person’s name on Schedule II to the Amended Credit Agreement, which amounts shall, in turn, be used by the Administrative Agent to remit to each Decreasing Lender such amount as may be necessary for such Decreasing Lender to hold Revolving Loans in the amounts set forth opposite such Person’s name on Schedule II to the Amended Credit Agreement. (ii) The Administrative Agent shall remit (A) to each Consenting Lender and to each Non-Consenting Lender (with amounts received from the Borrower pursuant to Section 3(h) of this Second Amendment) such Person’s pro rata share of all unpaid interest, commitment fees, Letter of Credit participation fees and other amounts (including any breakage costs) in respect of the Revolving Loans and Revolving Commitments of the Lenders under the Existing Credit Agreement, in each case that have accrued to but excluding the Second Amendment Effective Date and (B) to each Non-Consenting Lender an amount equal to the Purchase Price (net of amounts paid pursuant to clause (A) above) with respect to its Non-Consenting Lender Assigned Interest, whereupon such Non-Consenting Lender shall cease to be a party to the Amended Credit Agreement. (f) The Administrative Agent hereby waives each processing and recordation fee that would otherwise be due pursuant to Section 10.4 of the Existing Credit Agreement in connection with the assignments contemplated by this Section 2. Further, it is hereby agreed that this Second Amendment shall be deemed to be an Assignment and Acceptance with respect to the assignments contemplated by this Section 2. (g) Each Replacement Lender, if any, that initially becomes a party to the Amended Credit Agreement on the Second Amendment Effective Date hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) on and as of the Second Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Revolving Commitment (or Affiliate Revolving Loans) and all other related rights and obligations under the Amended Credit Agreement, shall have the obligations of a Lender thereunder, (C) it has received a copy of the Existing Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Second Amendment and become a Lender under the Amended Credit Agreement, and (D) it has, independently and without reliance upon the Administrative Agent or any existing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Second Amendment and become a Lender under the Amended Credit Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (B) designated it will perform in accordance with their terms all of the obligations which by the Company terms of the Loan Documents are required to be performed by it as a Lender. (h) Notwithstanding anything to the contrary herein, in the event that each Lender under subparagraph (d)(ii) abovethe Existing Credit Agreement consents to this Second Amendment, this Second Amendment shall be adopted in accordance with Section 10.2 of the Existing Credit Agreement, and Section 2.25 of the Existing Credit Agreement shall not be applicable to this Second Amendment or the transactions contemplated hereby.

Replacement of Non-Consenting Lenders. (a) If any Lender is (a “Non-Consenting Lender”) refuses to consent to an amendment to or waiver of any Loan Document or provision thereof, which amendment or waiver requires unanimous consent of all the Lenders, or all the Lenders with a Commitment for a particular Facility, and has been approved by the Required Lenders in order to be effective, then the Company may, at its sole expense and effortAdministrative Agent may or the Borrower may (but neither shall be obligated to), upon notice to such the Non-Consenting Lender (and the Facility Administrative Agent, if applicable), require such the Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)), in Section 9.3) all of its interests, rights rights, duties and obligations under this Agreement and the Finance Loan Documents to any person an Eligible Lender that shall assume such obligations (which assignee may be another a Lender, if a Lender accepts such assignment), ; provided that: (ia) no Default if it is outstanding an assignment at the time request of the assignment or delegation or would Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if the Commitment and Loans of a Revolving Term Lender are being assigned, the Letter of Credit Issuer), which consent shall not unreasonably be outstanding as a result of it;withheld, (iib) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to such assignment (and if the Commitment and Loans of a Revolving Term Lender are being assigned, the Letter of Credit Issuer shall have consented) which consents shall not be unreasonably withheld, (c) in the case of a Non-Consenting Lender, the interests, rights, duties and obligations of all Non-Consenting Lenders are similarly assigned to Eligible Lenders, and (d) the Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, and participations in unreimbursed Letter of Credit Exposure, if any, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the Finance Documents other Loan Documents, from the assignee Eligible Lender (to the extent of such outstanding principal and principal, accrued interest and accrued fees) or the Company Borrower (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 41 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 38 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company Borrower may, : (i) at its sole expense and effort, upon notice to such Lender and the Facility Administrative Agent, require such Lender to assign and delegate, without recourse (recourse, in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties))by, Section 9.07, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.07 or Section 2.08) and obligations under this Agreement and the Finance Documents related Margin Loan Documentation to a Person eligible to take such Loans by assignment pursuant to Section 9.07 (and such Non-Consenting Lender shall be deemed to have consented to the assignment and delegation of its interests, rights and obligations if it does not execute and deliver any person such assignment to the Administrative Agent within five (5) Business Days after having received a request therefor); provided that shall assume (w) any such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: assignment pursuant to this clause (i) no Default is outstanding at will not be deemed to be a waiver or release by such Lender of its right to any amount payable under Sections 2.04(a) and 2.07(f), (x) Borrower shall have paid to the time of Administrative Agent the assignment or delegation or would be outstanding as a result of it; fee (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loansif any), accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iiiy) such assignment does not conflict with applicable law; and Law and (ivz) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted consent; provided, however, that Borrower (or such Non-Consenting Lender, as applicable) shall offer the Original Lender and/or any of its Permitted Affiliates a right of first refusal to acquire the interests, rights and obligations of such Non-Consenting Lender by assignment ratably in accordance with such Applicable Lender’s Applicable Percentage and if the Original Lender and/or any of its Permitted Affiliates does not accept such offer within seven (7) Business Days, then it shall be deemed to have waived its right of first refusal; provided further that, if the Original Lender is the sole Lender and constitutes the Non-Consenting Lender, any such assignment pursuant to this clause (i) shall be deemed to be a prepayment by Borrower of the Non-Consenting Lender’s Advances for purposes of Section 2.04(a); or (ii) if the Original Lender and/or any of its Permitted Affiliates does not accept such offer(s) of first refusal with respect to any assignment of such Non-Consenting Lender’s interests, rights and obligations as set forth in clause (a)(i), terminate and prepay in full such Non-Consenting Lender’s Loans and Commitments, together with accrued and unpaid interest thereon and any amount due under Sections 2.04(a) and 2.07(f) (and all other Obligations that are then due and payable or will become due and payable on account of such prepayment); provided that (i) such Non-Consenting Lender becoming is not an Accelerating Lender and (ii) such termination will not be deemed to be a waiver or release of any claim that Borrower, the Administrative Agent or any other Lender may have against such Non-Consenting Lender. (b) A Non-Consenting Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company it ceases to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (a) If any Lender is becomes a Non-Consenting LenderLender hereunder, then the Company Borrower may, at its sole expense and effort, upon notice to such Lender and the Facility Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Partiesin Section 9.7(c)), ) all of its interests, rights and obligations under this Agreement and the Finance related Loan Documents to any person an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (i) no Default is outstanding at the time Borrower shall have received the prior written consent of the assignment or delegation or would Administrative Agent, which consent shall not unreasonably be outstanding as a result of it; withheld, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in L/C Borrowings, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts); ) and (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that caused such Non-Consenting Lender becoming to become a Non-Consenting Lender. (b) . A Non-Consenting Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Non-Consenting Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. . Each party hereto agrees that (cx) Each Non-Consenting Lender shall an assignment required pursuant to this Section 2.19 may be entitled effected pursuant to an Assignment and Assumption executed by the continuing benefit of Borrower, the indemnities provided to Administrative Agent and the assignee, and (y) the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an such assignment and/or delegation under this Subclause, need not be a party thereto in order for such assignment to be effective and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory consented to the outgoing Finance Party have been put in place to ensure that no amounts which are or may and be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated bound by the Company under subparagraph (d)(ii) aboveterms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Non-Consenting Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Replacement of Non-Consenting Lenders. (a) If any Lender is (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment or waiver which pursuant to the terms of Section 11.2 requires the consent of all of the Lenders or all of the affected Lenders and with respect to which the Requisite Lenders shall have granted their consent, then the Company may, at its sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) such Lender Borrower shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee right (to the extent of unless such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided grants such consent), upon ten (10) Banking Days’ prior notice to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurredthe Administrative Agent, or which is alleged to have occurred, during the period in which they were a Lender (unless the replace such Non-Consenting Lender has already been indemnified by requiring such Non-Consenting Lender to assign, in accordance with Section 11.8, all of its Loans, participations in Letters of Credit and Commitment hereunder to one or more other then-existing Lenders or to another Eligible Assignee reasonably satisfactory to the Administrative Agent, provided that: (a) the Borrower shall pay to such Non-Consenting Lender being replaced all Obligations owing to it and any amount payable pursuant to Section 3.6(e), (b) the replacement Lender shall pay the assignment fee referred to in Section 11.8(d), (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment or waiver and (d) the Borrower may exercise its right to replace Lender hereunder with respect to no more than three Lenders during the term of this Agreement.” 17. Exhibit B to the Credit Agreement is hereby replaced in its entirety with Exhibit B attached hereto. 18. The following reference is hereby inserted in the table of contents in the appropriate position: “N — WildBlue Acquisition Documents.” 19. A new Exhibit P (Composite Credit Agreement) is attached to the Credit Agreement, immediately following Exhibit O, such Exhibit to be in the form attached hereto as Exhibit P. Exhibit P sets forth a composite copy of the Credit Agreement consisting of the Credit Agreement, as amended by the Prior Amendments and this Amendment. 20. A new Exhibit Q (New Lender Addendum) is attached to the Credit Agreement, immediately following Exhibit P, such Exhibit to be in the form attached hereto as Exhibit Q. 21. No course of dealing on the part of Lenders, the Administrative Agent, the Collateral Agent or their officers, nor any failure or delay in the exercise of any right by the Administrative Agent, the Collateral Agent or any Lender, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Administrative Agent’s, Collateral Agent’s or any Lenders’ failure at any time to require strict performance by Borrower of any provision of any Loan Document shall not affect any right of any Lender, Administrative Agent or Collateral Agent thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an Obligor officer of Administrative Agent, in accordance with the terms of the Credit Agreement. 22. The Credit Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Administrative Agent, Collateral Agent or any Lender under the Credit Agreement, as in effect prior to the date hereof. 23. Except for representations and warranties which expressly speak as of a Finance Document for that action particular date or omission)are no longer true and correct as a result of a change which is permitted by the Credit Agreement, the representations and warranties contained in the Credit Agreement or in any other document or documents relating thereto are true and correct in all material respects on and as of the date hereof as though made on and date hereof, and all such representations and warranties shall survive the execution and delivery of this Amendment. No Default or Event of Default has occurred and is continuing as of the date hereof. 24. As a condition to the effectiveness of this Amendment, Administrative Agent and the Lenders shall have received, in form and substance reasonably satisfactory to Administrative Agent and the Lenders, the following: (a) this Amendment, duly executed by Borrower, Administrative Agent, Collateral Agent and the Lenders; (b) an Affirmation of Subsidiary Guaranty and Security Agreement, duly executed by each Guarantor; (c) resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Amendment, with an incumbency certificate; each in form and content reasonably acceptable to Administrative Agent; (d) Where a Lender certificate signed by a Responsible Official of Borrower certifying that the condition specified in Section 8.1(e) of the Credit Agreement is a Non-Consenting Lender true and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any correct as of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been providedhereof; (iie) a consent fee, payable to the Company has designated another Lender (or Affiliate of a Lender) as replacement Administrative Agent for the outgoing Finance Party ratable benefit of each Lender which executes this Amendment, according to the Pro Rata Share of each such Lender, in the amount of one eighth of one percent (0.125%) of each relevant capacity under such Lender’s Pro Rata Share immediately prior to effectiveness of this Amendment (it being agreed by the Finance DocumentsBorrower that such fee is earned in full by such Lender upon its execution of this Amendment, and no part of such fee shall be refundable notwithstanding any early termination of the Commitments, additional amendment to the Credit Agreement or other circumstance); (f) all reasonable attorneys’ fees and costs incurred by the Administrative Agent’s and Collateral Agent’s counsel through the date of this Amendment, which may be debited from any of Borrower’s accounts (following Borrower’s authorization of such fees and costs); and (iiig) such other documents, and completion of such other matters, as Administrative Agent or any Lender proposing to sign this Amendment may reasonably deem necessary or appropriate. 25. The Governing law and venue provisions of Section 11.17 of the outgoing Finance Party has assigned Credit Agreement are incorporated herein by this reference mutatis mutandis. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate which together shall constitute one instrument. Delivery of an executed counterpart hereof by facsimile transmission shall be effective as delivery of a Lender) designated by manually executed counterpart. Except as amended hereby, all of the Company under subparagraph (d)(ii) aboveprovisions of the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect except that each reference to the “Agreement”, or words of like import in any Loan Document, shall mean and be a reference to the Credit Agreement as amended hereby. This Amendment shall be deemed a “Loan Document” as defined in the Credit Agreement. Each party shall execute and deliver such further documents, and perform such further acts, as may be reasonably necessary to achieve the intent of the parties as expressed in this Amendment.

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company Borrower may, at its sole expense and effort, upon notice to such Lender and the Facility Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to by, Section 13.5, other than the Parties)consent of any Lender being so replaced), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.10 and 5.1) and obligations under this Agreement and the Finance other Loan Documents to any person an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: that (i) no Default is outstanding at the time of Borrower shall have paid to the Administrative Agent the assignment or delegation or would be outstanding as a result of it; fee specified in Section 13.5(b)(iv); (ii) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its LoansLoans and L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the Finance other Loan Documents (including any amounts under Section 5.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts); ; (iii) such assignment does not conflict with applicable lawApplicable Laws; and and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. . Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this clause (c) Each Non-Consenting Lender d), it shall be entitled promptly execute and deliver to the continuing benefit of Administrative Agent an Assignment and Assumption to evidence the indemnities provided assignment and shall deliver to the Non-Consenting Lender under Clause 24 Administrative Agent any Note (Indemnities and Break Costs) if a Note has been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any action or omission which occurred, or which is alleged such Lender to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by execute an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender Assignment and has made or is required to make an Assumption shall not render such assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party invalid and such resignation by the outgoing Finance Party in each of its other capacities assignment shall be deemed to have become effective on recorded in the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) aboveRegister.

Replacement of Non-Consenting Lenders. (a) If any Lender is (a “Non-Consenting Lender”) refuses to give timely consent to an amendment, then the Company maymodification or waiver of this Agreement that, at its sole expense and effortpursuant to Section 10.5, upon notice to such Lender requires consent of 100% of Lenders or 100% of Lenders with Obligations directly affected (and the Facility Agentconsent of Requisite Lenders has been given with respect thereto), then, so long as the Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Non-Consenting Lender’s Loans and assume the Non-Consenting Lender’s Commitments (if any) and all other obligations of the Non-Consenting Lender hereunder, the Borrower may require such the Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)), all of its interests, rights Loans and obligations under the Finance Documents Commitments (if any) to any person that shall assume such obligations (which assignee may be another other Lender, if a Lender accepts such assignment)Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of this Section 10.6; provided that: , prior to or concurrently with such replacement (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) such Non-Consenting Lender shall have received payment in full of an amount equal all Obligations then due and owing to it through such date of replacement (including any Applicable Premium then due and owing to such lender in connection with the payment of the outstanding principal amount of the Loan then due and owing to such Lender) and a release from its Loans, accrued interest thereon, accrued fees and all other amounts payable to it obligations under the Finance Documents from Credit Documents, (ii) all of the assignee (to the extent of requirements for such outstanding principal assignment contained in this Section 10.6, have been fulfilled; and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable each assignee shall consent, at the time of such assignment, to each matter in respect of which such Non-Consenting Lender would not consent to prior to such assignment. For the avoidance of doubt, no Lender or any other Person shall be deemed to have consented made any commitment to the applicable amendment, waiver assume any outstanding Loans or consent which resulted in that Lender becoming a Commitments of any Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (a) If any Existing Lender is a Non-Consenting Lenderdeclines or fails to consent to this Amendment Agreement by returning an executed counterpart hereof to the Administrative Agent prior to 5:00 p.m. (New York City time), on August 1, 2013, then pursuant to Sections 3.06(b) and 10.13 of the Existing Revolving Credit Agreement, such Existing Lender shall be replaced and the Commitments, Loans and other Obligations purchased and assumed by either (x) a New Lender or (y) a Consenting Lender which is willing to increase its Commitments and Loans (identified on Schedule 1 by an asterisk), in each case as evidenced by its execution and delivery of this Amendment Agreement (which will also be deemed to be its execution and delivery of an Assignment and Assumption substantially in the form of Exhibit B to the Existing Revolving Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such capacity to all the terms therein applicable to it), and effective on the Closing Date (as defined in the Amended ACT Revolving Credit Agreement). The Administrative Agent agrees that notwithstanding the provisions of Section 10.13 of the Existing Revolving Credit Agreement, the Company may, at its sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make pay to the Administrative Agent any such assignment iffee in connection with the replacement of Non-Consenting Lenders. Each Consenting Lender and each New Lender hereby agrees that, prior thereto, as a result of a waiver with respect to any Assignment and Assumption entered into by such Lender or otherwiseon and after the effectiveness of this Amendment Agreement, the circumstances entitling the Company each assignee thereunder shall expressly agree to require such assignment and delegation cease to apply. (c) Each Non-be a Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party Amendment Agreement, and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on evidenced by an Assignment and Acceptance in the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) form attached as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) aboveAnnex B hereto.

Replacement of Non-Consenting Lenders. If, in connection with any proposed amendment, modification or waiver to any of the provisions of this Agreement as contemplated by clauses (a) If any Lender through (g), inclusive, of the first proviso to Section 10.1.1, the consent of the Required Lenders is a Non-Consenting Lenderobtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company mayBorrower 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 (or, at its sole expense and effortthe option of the Borrower if the respective Lender's consent is required with respect to less than all Loans, upon notice to such replace only the respective Loans of the respective non-consenting Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject which gave rise to the restrictions contained in, and consents required by Clause 27 need to obtain such Lender's individual consent) with one or more financial institutions or other Persons (Changes each a "Consenting Lender") pursuant to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding this Section 10.1.2 so long as at the time of such replacement, each such Consenting Lender consents to the assignment proposed amendment, modification, or delegation waiver or would be (B) terminate such non-consenting Lender's Revolving Loan Commitment and repay all outstanding Loans of such Lender which gave rise to the need to obtain such Lender's consent, in accordance with Section 2.2.1(b) and/or 3.1.1(h); provided that, unless the Revolving Loan Commitment terminated and Loans repaid pursuant to the 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 Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of it; the exercise of such Lender's rights (and the withholding of any required consent by such Lender) contemplated by the first proviso to this Section 10.1.2. At the time of any replacement pursuant to this Section 10.1.2, the Consenting Lender shall enter into one or more assignment agreements, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which the Consenting Lender shall acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the non-consenting Lender and (ii) all obligations of the Borrower owing to the non-consenting Lender (including, without limitation, such increased costs and excluding those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being paid) shall be paid in full to such non-consenting Lender shall have received concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of an amount equal amounts referred to in clauses (i) and (ii) above and, if so requested by the Consenting Lender, delivery to the outstanding principal Consenting Lender of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from appropriate Note or Notes executed by the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwiseBorrower, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled become a Lender hereunder and the non-consenting Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such non-consenting Lender. Notwithstanding anything to the continuing benefit contrary contained above, no Lender that acts as an Issuer may be replaced hereunder at any time which it has Letters of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuer (including the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities furnishing of a standby letter of credit in form and Break Costs) in respect of any action or omission which occurredsubstance, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified and issued by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements issuer reasonably satisfactory to such Issuer or the outgoing Finance Party Cash Collateralizing of Letter of Credit Outstandings in amounts and pursuant to arrangements reasonably satisfactory to such Issuer) have been put in place made with respect to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate Letters of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.Credit. 101 135

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 26 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) such Lender shall have received payment of an amount equal to its participation in the outstanding principal of its the Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 23 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor the Company under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company Borrower may, : (i) at its sole expense and effort, upon notice to such Lender and the Facility Administrative Agent, require such Lender to assign and delegate, without recourse (recourse, in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties))by, Section 10.07, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.07 or Section 2.08) and obligations under this Agreement and the Finance Documents related Margin Loan Documentation to a Person eligible to take such Loans by assignment pursuant to Section 10.07 (and such Non-Consenting Lender shall be deemed to have consented to the assignment and delegation of its interests, rights and obligations if it does not execute and deliver any person such assignment to the Administrative Agent within five (5) Business Days after having received a request therefor); provided that shall assume (w) any such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: assignment pursuant to this clause (i) no Default is outstanding at will not be deemed to be a waiver or release by such Lender of its right to any amount payable under Sections 2.04(c) and 2.07(f), (x) Borrower shall have paid to the time of Administrative Agent the assignment or delegation or would be outstanding as a result of it; fee (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loansif any), accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iiiy) such assignment does not conflict with applicable law; and Law and (ivz) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted consent; provided, however, that Borrower (or such Non-Consenting Lender, as applicable) shall offer each Original Lender and/or any of its Permitted Affiliates a right of first refusal to acquire the interests, rights and obligations of such Non-Consenting Lender by assignment ratably in accordance with such Applicable Lender’s Applicable Percentage and if any such Original Lender and/or any of its Permitted Affiliates does not accept such offer within seven (7) Business Days, then it shall be deemed to have waived its right of first refusal; provided further that, if an Original Lender declines such offer, then such declined amounts shall be reoffered to each Original Lender that accepted such initial offer and each such Original Lender becoming shall respond within three (3) Business Days to such reoffer; or (ii) if such Original Lender and/or any of its Permitted Affiliates does not accept such offer(s) of first refusal with respect to any assignment of such Non-Consenting Lender’s interests, rights and obligations as set forth in clause (a)(i), terminate and prepay in full such Non-Consenting Lender’s Loans and Commitments, together with accrued and unpaid interest thereon and any amount due under Sections 2.04(c) and 2.07(f) (and all other Obligations that are then due and payable or will become due and payable on account of such prepayment); provided that (i) such Non-Consenting Lender is not an Accelerating Lender and (ii) such termination will not be deemed to be a waiver or release of any claim that Borrower, the Administrative Agent or any other Lender may have against such Non-Consenting Lender. (b) A Non-Consenting Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company it ceases to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.

Replacement of Non-Consenting Lenders. (a) If any Each existing Lender is holding Term B Loans that does not execute a counterpart to this Agreement in the form attached hereto as Annex I with respect to such Lender’s Term B Loans will be deemed to be a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to Lender (each such Lender and in such capacity, a “Non-Consenting Term B Lender”) for purposes of Section 2.19(c) of the Facility Agent, Credit Agreement. The Borrower shall be deemed to have exercised its right pursuant to Section 2.19(c) of the Credit Agreement to require such that each Non-Consenting Term B Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties))recourse, all of its interests, rights and obligations under the Finance Documents Credit Agreement with respect to any person that shall assume the Term B Loans to JPMorgan Chase Bank, N.A., as replacement lender (in such obligations (which assignee may be another capacity, the “Replacement Term B Lender, if a Lender accepts such assignment”), provided that: (i) no Default is outstanding at the time of the which assignment or delegation or would be outstanding as a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loansoccur immediately and automatically, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver without action by or consent which resulted in that Lender becoming a of any Non-Consenting Term B Lender, upon satisfaction of the condition in Section 6(d) below, and the Replacement Term B Xxxxxx agrees to accept each such assignment. (b) A Each existing Lender shall holding Term B-1 Loans that does not execute a counterpart to this Agreement in the form attached hereto as Annex I with respect to such Lender’s Term B-1 Loans will be required deemed to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required with respect to make an assignment and/or delegation under this Subclausesuch Lender’s Term B-1 Loans (each such Lender in such capacity, and that a “Non-Consenting Lender (or any of its AffiliatesTerm B-1 Lender”) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each Section 2.19(c) of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities Credit Agreement. The Borrower shall be deemed to have become effective on exercised its right pursuant to Section 2.19(c) of the date on which: (i) arrangements satisfactory Credit Agreement to the outgoing Finance Party have been put in place to ensure require that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date Non-Consenting Term B-1 Lender assign and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned delegate, without recourse, all of its interests, rights and obligations under the Credit Agreement with respect to the Term B-1 Loans to JPMorgan Chase Bank, N.A., as replacement lender (in such capacity, the “Replacement Term B-1 Lender”), which assignment shall occur immediately and automatically, without action by or consent of any Non-Consenting Term B-1 Lender, upon satisfaction of the condition in Section 6(e) below, and the Replacement Term B-1 Lender agrees to accept each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) abovesuch assignment.

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company Borrower may, at its sole expense and effort, upon notice to such Lender and the Facility Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to by, Section 13.5, other than the Parties)consent of any Lender being so replaced), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.10 and 5.1) and obligations under this Agreement and the Finance other Loan Documents to any person an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: that (i) no Default is outstanding at the time of Borrower shall have paid to the Administrative Agent the assignment or delegation or would be outstanding as a result of it; fee specified in Section 13.5(b)(iv); (ii) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the Finance other Loan Documents (including any amounts under Section 5.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrower (in the case of all other amounts); ; (iii) such assignment does not conflict with applicable lawApplicable Laws; and and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company Borrower to require such assignment and delegation cease to apply. . Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this clause (c) Each Non-Consenting Lender d), it shall be entitled promptly execute and deliver to the continuing benefit of Administrative Agent an Assignment and Assumption to evidence the indemnities provided assignment and shall deliver to the Non-Consenting Lender under Clause 24 Administrative Agent any Term Note (Indemnities and Break Costs) if a Term Note has been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any action or omission which occurred, or which is alleged such Lender to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by execute an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender Assignment and has made or is required to make an Assumption shall not render such assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party invalid and such resignation by the outgoing Finance Party in each of its other capacities assignment shall be deemed to have become effective on recorded in the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) aboveRegister.

Replacement of Non-Consenting Lenders. If, in connection with any proposed amendment, modification or waiver to any of the provisions of this Agreement as contemplated by clauses (a) If any Lender through (g) inclusive, of the first proviso to Section 11.1.1, the consent of the Required Lenders is a Non-Consenting Lenderobtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company may, at its sole expense and effort, upon notice Borrower shall 2 have the right to replace each such non-consenting Lender and the Facility Agent, require such Lender or Lenders with one or more financial institutions or other Persons (each a "Consenting Lender") pursuant to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding this Section 11.16 so long as at the time of such replacement, each such Consenting Lender consents to the proposed amendment, modification or waiver. At the time of any replacement pursuant to this Section 11.16, the Consenting Lender shall enter into one or more assignment or delegation or would be agreements, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which the Consenting Lender shall acquire all of the Commitments and outstanding as a result Loans of, and participation in Letters of it; Credit and Swing Line Loans by, the non-consenting Lender and (ii) such all obligations of the Borrower owing to the non-consenting Lender shall have received be paid in full to such non-consenting Lender concurrently with such replacement. Upon the payment of an amount equal amounts referred to the outstanding principal of its Loans, accrued interest thereon, accrued fees in clauses (i) and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and feesii) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwiseabove, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were become a Lender (unless hereunder and the Nonnon-Consenting consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where shall cease to constitute a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) abovehereunder.

Replacement of Non-Consenting Lenders. (a) If Notwithstanding anything to the contrary provided in Section 9.6, if any Lender is (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Company may, at its sole expense and effort, upon notice Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender and the Facility Agent, require by deeming such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject have assigned its Loans hereunder to one or more assignees reasonably acceptable to the restrictions contained in, and consents required by Clause 27 Administrative Agent (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume unless such obligations (which assignee may be another is a Lender, if an Affiliate of a Lender accepts such assignmentor an Approved Fund); provided, provided that: : (i) no Default is outstanding at the time all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment or delegation or would be outstanding as a result of it; and (ii) such the replacement Lender shall have received payment of an amount purchase the foregoing by paying to such Non-Consenting Lender a price equal to the outstanding principal of its Loans, amount thereof plus accrued and unpaid interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver . No action by or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 (Indemnities and Break Costs) in respect of any action or omission which occurredBorrower, or which is alleged to have occurredAdministrative Agent, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor under a Finance Document for that action or omission). (d) Where a Lender is a such Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclausethe replacement Lender shall otherwise comply with Section 9.6; provided, and that if such Non-Consenting Lender does not comply with Section 9.6 within three (or any of its Affiliates3) is also a Finance Party in another capacity or capacitiesBusiness Days after Borrower’s request, that Non-Consenting Lender (or that Affiliate) acting in each compliance with Section 9.6 shall not be required to effect such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) aboveassignment.

Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 27 26 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) no Default is outstanding at the time of the assignment or delegation or would be outstanding as a result of it; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iii) such assignment does not conflict with applicable law; and (iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent which resulted in that Lender becoming a Non-Consenting Lender. (b) A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. (c) Each Non-Consenting Lender shall be entitled to the continuing benefit of the indemnities provided to the Non-Consenting Lender under Clause 24 23 (Indemnities and Break Costs) in respect of any action or omission which occurred, or which is alleged to have occurred, during the period in which they were a Lender (unless the Non-Consenting Lender has already been indemnified by an Obligor the Company under a Finance Document for that action or omission). (d) Where a Lender is a Non-Consenting Lender and has made or is required to make an assignment and/or delegation under this Subclause, and that Non-Consenting Lender (or any of its Affiliates) is also a Finance Party in another capacity or capacities, that Non-Consenting Lender (or that Affiliate) acting in each such capacity (the outgoing Finance Party) shall, on the date on which it makes the assignment and/or delegation under this Subclause in its capacity as a Lender, be considered for the purposes of this Agreement to have resigned from each of its other capacities as a Finance Party and such resignation by the outgoing Finance Party in each of its other capacities shall be deemed to have become effective on the date on which: (i) arrangements satisfactory to the outgoing Finance Party have been put in place to ensure that no amounts which are or may be owed to it in each such capacity will remain outstanding after that date and that indemnities reasonably acceptable to that outgoing Finance Party for any further loss or liability which it might incur for having acted in each such capacity have been provided; (ii) the Company has designated another Lender (or Affiliate of a Lender) as replacement for the outgoing Finance Party in each relevant capacity under the Finance Documents; and (iii) the outgoing Finance Party has assigned all of its interests, rights and obligations in each relevant capacity to that replacement Lender (or Affiliate of a Lender) designated by the Company under subparagraph (d)(ii) above.