Common use of Replacement of a Lender Clause in Contracts

Replacement of a Lender. (i) If any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required refused to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existprovide its consent.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of Lenders or 100% of Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) all of the requirements for such assignment contained in subsection 10.1B, excluding payment of the processing fee otherwise required thereby, but including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled, and (3) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the applicable assignee shall have agreed toconsent of 100% of Lenders with Obligations directly affected thereby (which amendment, and shall be sufficient (together with modification or waiver did not accordingly require the consent of 100% of all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Loans and Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required refused to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existprovide its consent.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Loans because the making of such Loans would contravene any Lender becomes a Defaulting Lender or Law applicable to such Lender, (iii) is a Non-Consenting Complying Lender, (iv) is subject to an Insolvency Event or Insolvency Proceeding, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Administrative Agent, which consents shall not be unreasonably withheld, to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender’s Commitment within ninety (90) days after (x) receipt of such Lender’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.6.1 [Increased Costs, Etc.], (y) the date such Lender has failed to fund Loans because the making of such Loans would contravene Law applicable to such Lender, or (z) the date such Lender became subject to the control of an Official Body or subject to an Insolvency Event or Insolvency Proceeding, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender shall be provided by one or more of the remaining Lenders or a replacement lender acceptable to the Administrative Agent; provided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Upon the occurrence of any such event, the Borrower may, at its sole expense and effortexpense, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.0411.11 [Successors and Assigns]), all of its respective interests, rights and obligations under this Agreement and the related Loan Documents to an such assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already however, a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existapply. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 [Successor Administrative Agent] and provided that all Letters of Credit issued by the Administrative Agent have expired or been terminated or replaced.

Replacement of a Lender. If (i) If any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender (other than for breakage costs under subsection 2.6D), (ii) a Lender is a Defaulting Lender, (iii) a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or (iv) a Lender becomes an Affected Lender (any such Lender, a Defaulting “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or the assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.

Replacement of a Lender. If a Lender (iother than the Agent as a Lender) If any Lender becomes a Defaulting Lender or a Non-Consenting LenderReplacement Candidate (as defined below), then Borrower shall have the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice right to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign to another lender or other institution selected by Borrower and delegate, without recourse reasonably satisfactory to the Agent (which may be one or more of the Lenders) the Commitments and the Notes held by such Lender pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with and subject to Section 10.23; provided, that neither the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to nor any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment any obligation to Borrower to find any such lender or other institution and in order for Borrower to replace a Lender, Borrower must require such replacement within three (3) months of the date the Lender became a Replacement Candidate. Each Lender (other than the Agent as a Lender) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender’s interest in the Loans owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all outstanding Advances funded or maintained by such Lenderunpaid interest accrued thereon, together with all unpaid fees accrued interest thereon and all accrued Fees, and (D) in for the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment account of such Lender and repay all Obligations of the Borrower other amounts then owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of hereunder or under any penalty, fee or premiumother Financing Agreement. A Lender shall not be required to make any such assignment and delegation ifwill become a “Replacement Candidate” if (i) it has made a demand under Sections 10.20, prior thereto10.21 or 10.22, as or (ii) is a result Defaulting Lender. The rights of a waiver by such Lender or otherwiseBorrower, the circumstances entitling Agent and the Borrower other Lenders under this Section 10.32 shall be in addition to require such assignment any other rights or remedies Borrower, the Agent and delegation cease the other Lenders may have under this Agreement, at law or in equity (including but not limited to existthe right of setoff with respect to the Liabilities owed to a Defaulting Lender).

Replacement of a Lender. (i) If any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender becomes a Defaulting Lender, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of Lenders or 100% of Lenders with Obligations directly affected and such amendment, modification or waiver has been approved by Requisite Lenders or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii) if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8A and/or remains a Defaulting Lender, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, accrued interest, accrued fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8C (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents in respect of the interest so assigned, (2) the processing fee, if any, required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required refused to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existprovide its consent.

Replacement of a Lender. (a) If (i) If any Affected Party requests compensation under Section 2.09(a), 2.10(a), or 2.12 or any Lender ceases to make any Loans as a result of any condition described in Section 2.09(a), 2.10(a) or 2.12, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower Borrowers may, at its their sole expense and effort, upon not less than five (5) Business Days advance notice to the related Lender and the Administrative Agent and (if different) the related Lendertogether with a copy of such notice posted to a Data Site), (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.0410.03), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided provided, that (A) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the TransferorLoan Party, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances Loans funded or maintained by such Lender, together with all accrued interest Interest thereon and all accrued FeesFees and other Obligations payable to them hereunder and under the Loan Documents, from the assignee, (D) in the case of any such assignment resulting from a claim for compensation under Section 2.09(a), Section 2.10(a), or Section 2.12 such assignment will result in a reduction in such compensation or payments and (DE) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consentdeparture, waiver or amendment of the Transaction Loan Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower Borrowers owing to such Lender relating to the portion of the Advance Loans held by such Lender as of such termination date, without ; provided that in the payment case of any penaltysuch termination of a Non-Consenting Lender, fee such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or premiumamendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to exist.

Replacement of a Lender. If (i) If any Company receives notice that it may incur Obligations under subsection 2.7 through a written statement delivered pursuant to subsection 2.8A from Administrative Agent or a Lender or otherwise (other than for breakage costs under subsection 2.6D or circumstances affecting all of the Lenders), (ii) a Lender is a Defaulting Lender, (iii) a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires the consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or (iv) a Lender becomes an Affected Lender (any such Lender, a Defaulting “Subject Lender”), so long as (A) no Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (B) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made), (C) in the case of clause (iii) above, with respect to matters requiring the consent of 100% of the Lenders, Requisite Lenders have consented to such amendment, modification or waiver, and (D), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or the assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or Section 4.6.1 [Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, or (iii) becomes a Defaulting Lender or a Non-Consenting Lendersubject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesother Obligations owing to such Lender, and terminate such Lender’s Commitment within ninety (D90) in the case days after (x) receipt of any such assignment resulting Lender’s notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or 4.6.1 [Increased Costs or Reduced Return Resulting from a Lender becoming a Non-Consenting LenderTaxes, the applicable assignee shall have agreed toReserves, and shall be sufficient (together with all other consenting Lenders) to cause the adoption ofCapital Adequacy Requirements, the applicable consentExpenses, waiver or amendment of the Transaction Documents or Etc.], (y) terminate the Commitment date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, or (z) the date such Lender and repay all Obligations became subject to the control of an Official Body, as applicable; provided that the Borrower owing shall also pay to such Lender relating at the time of such prepayment any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the portion requirements of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existSection 9.14 [Successor Agent].

Replacement of a Lender. (i) If any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender claiming compensation or reimbursement pursuant to subsection 2.7, a Revolving Lender becomes a Defaulting Lender, a Lender or (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsection 2.10) that, (1) pursuant to subsection 10.6, requires consent of 100% of the Lenders (other than Defaulting Lenders) or 100% of the Lenders (other than Defaulting Lenders) with Obligations directly affected and (2) Requisite Lenders have otherwise consented to or a Lender becomes an Affected Lender, (any such Lender, a “Subject Lender”), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee (none of whom shall constitute a Defaulting Lender at the time of such replacement) to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten (10) days prior written notice to the Subject Lender and Administrative Agent, then the Borrower Company may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the such Lender and Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), delegate all of its respective interests, rights (other than existing rights to payments pursuant to subsections 2.7) and obligations under this the Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)or an Eligible Assignee; provided that that, prior to or concurrently with such replacement, (A1) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, or 2.7 (if applicable) and all amounts under subsection 10.1B with respect to any deficiencies owed by any Subject Lender that is a Defaulting Lender) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an amount equal executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to all outstanding Advances funded or maintained by execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, together with all accrued interest thereon and all accrued Feeshave been fulfilled, and (D4) in the case of any such assignment resulting from the claim for compensation under subsection 2.7A or payments required to be made under subsection 2.7B, such assignment will result in a reduction in such compensation or payments thereafter, and (5) such assignment does not conflict with applicable laws and (6) in the event such Subject Lender becoming is a Non-Consenting Lender, the applicable each assignee shall have agreed toconsent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and shall be sufficient Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders (together with all other consenting than Defaulting Lenders) to cause with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the adoption ofconsent of 100% of all Lenders (other than Defaulting Lenders)), the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Loans and Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of the Advance held assignments required by such Lender as this subsection 2.9 shall include all Loans and Commitments of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existNon-Consenting Lender.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected and which receives the consent of Requisite Lenders or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8A and/or is unwilling to consent to such amendment, modification or waiver, and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or such assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (not to be unreasonably withheld or delayed) (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premiumrefused to provide its consent. A Lender that has assigned its Loans and Commitments pursuant to this subsection 2.9 shall not continue to be required entitled to make any the benefits of subsections 2.6, 2.7 and 2.8 with respect to the periods during which such assignment and delegation if, prior thereto, as Person was a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existLender.

Replacement of a Lender. If any Lender (a “Non-Funding Lender”) fails to fund any Loan required to be funded by it in accordance with the terms hereof, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires a consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected, Borrower receives a statement of amounts due pursuant to subsection 2.8A from a Lender or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Borrower has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrower pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts, including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Agent (if required, provided that the consent of Agent, such consent not to be unreasonably withheld, shall be required in all instances of replacement of a Non-Funding Lender) and the receipt by Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing also requires each such Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existCommitments.

Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (i) If any Lender becomes shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.5, 2.6A or 2.6B (including, without limitation, any such payments resulting from any change by such Lender in the office through which it makes LIBOR Loans), the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal or (ii) at any time any Lender is a Defaulting Lender or a Non-Consenting Lender, then then, with respect to each such Lender (a “Terminated Lender”), the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (if differentand such Terminated Lender hereby irrevocably agrees) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective Commitment (if any), any outstanding Loans and other interests, rights and obligations hereunder to one or more Persons which are Eligible Assignees at such time (each a “Replacement Lender”) in accordance with the provisions of Section 8.1 (including the consents of the Administrative Agent required thereunder) for a purchase price equal to the aggregate outstanding principal amount of the Loans held by such Terminated Lender, together with accrued interest thereon and accrued and theretofore unpaid fees owing to such Terminated Lender under this Agreement Section 2.3 to an assignee that shall assume such obligations (which assignee may but not including the date of assignment, to be another paid by the relevant Replacement Lender if a Lender accepts on the date of such assignment); provided that (Aa) on the effective date of such assignment, the Borrower shall have received pay any amounts payable to such Terminated Lender to the prior written consent date of the Administrative Agent with respect such assignment pursuant to any assignee that is not already Section 2.5 or 2.6 or otherwise as if it were a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, prepayment and (Db) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lenderclaim for payments under Section 2.5, 2.6A or 2.6B, such assignment will result in the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause reduction in such payments. Upon the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment completion of such Lender assignment and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of all amounts owing to any penaltyTerminated Lender, fee or premium. A such Terminated Lender shall not be required no longer constitute a “Lender” for purposes hereof; provided that any right of such Terminated Lender to make any indemnification hereunder shall survive as to such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existTerminated Lender.

Replacement of a Lender. (i) If Borrowers become obligated to pay additional amounts to any Lender becomes a Defaulting Lender or a Non-Consenting Lenderpursuant to Section 2.10(a), then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee Borrowers may be within 120 days thereafter designate another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee bank that is not already acceptable to Agent in its reasonable discretion (such other bank being called a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such “Replacement Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders”) to cause purchase the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Loans of such Lender and repay all Obligations such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Borrower owing Loans payable to such Lender relating plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, and, upon such purchase and assumption (pursuant to an Assignment and Acceptance), such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the portion date of such purchase and assumption) and shall be relieved from all obligations to Borrower hereunder, and the Advance held by Replacement Lender shall succeed to the rights and obligations of such Lender as hereunder. In addition to the foregoing, if a Replacement Lender purchases such Loans and assumes all such obligations of a Lender hereunder pursuant to this Section 2.10(b), each such replaced Lender shall reimburse Borrowers for all amounts previously paid pursuant to Section 2.10(a) within 30 days of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existreplacement.

Replacement of a Lender. In the event a Lender has given a notice to the Borrower pursuant to Section 8.1, 8.2 or 8.3, the Borrower shall (subject to the terms hereof) be entitled to require (with a copy to the Administrative Agent) the Lender having given such notice to assign to an alternate lender in accordance with Section 16.1.7 all of such Lender's rights and obligations hereunder and such alternate lender shall execute all such documents as may be reasonably required by the Administrative Agent, the Borrower and such Lender to effect such assignment, provided that (i) If any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then each such assignment shall be arranged by the Borrower may, at its sole expense and effort, upon not less than five (5with such reasonable assistance from such Lender as the Borrower may request) Business Days advance notice to after consultation with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), shall be an assignment of all of its respective interests, the rights and obligations of the assigning Lender under this Agreement Agreement, (ii) no Lender shall be obligated to an assignee that shall assume make any such obligations (which assignee may be another Lender if assignment as a Lender accepts such assignment); provided that (A) result of a demand by the Borrower shall have received the prior written consent of the Administrative Agent with respect pursuant to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) this Section 8.5 unless and until such assigning Lender shall have received payment of from either the Borrower or the assignee in an aggregate amount at least equal to all the aggregate outstanding Advances funded or maintained by principal amount of the Loan and Bid Loan and any Money Market Loans owing to such Lender, together with all accrued interest thereon to the date of payment of such principal amount and all accrued Feesother amounts payable to such Lender under this Agreement (including, and (D) in the case without limitation, payment of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower amounts owing to such Lender relating pursuant to Section 8.1, 8.2 or 8.3, as applicable, prior to the portion of the Advance held by such Lender as effective date of such termination dateassignment), without (iii) such alternate lender shall have been approved in writing by the payment of any penaltyAdministrative Agent, fee or premium. A Lender shall such approval not to be required to make unreasonably withheld, and (iv) any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, shall be subject to the circumstances entitling the Borrower to require such assignment and delegation cease to existrestrictions set forth in Section 16.1.3.

Replacement of a Lender. If the Borrowers are required pursuant to Section 3.1, Section 3.2, or Section 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender so affected an “Affected Lender”), the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (a) another bank or other entity which is reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.1 applicable to assignments and (b) the Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (i) If any all interest, fees, and other amounts then accrued but unpaid to such Affected Lender becomes a Defaulting by the Borrowers hereunder to and including the date of termination, including, without limitation, payments due to such Affected Lender or a Non-Consenting Lenderunder Section 3.1, then the Borrower maySection 3.2, at its sole expense and effortSection 3.5 and (ii) an amount, upon not less than five (5) Business Days advance notice if any, equal to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (payment which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall would have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing been due to such Lender relating on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existreplacement Lender.

Replacement of a Lender. Notwithstanding anything contained herein to the contrary, if (i) If any Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 8.2 (the “Affected Lender”), or (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions of this agreement that requires the consent of all of the Lenders, the consent of the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, or (iii) any Lender becomes a Defaulting Lender or a Lender, then, in the case of each such Affected Lender, Non-Consenting Lender or Defaulting Lender (each, a “Terminated Lender, then ”) the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (if differentand such Terminated Lender hereby irrevocably agrees) the related Lender, (x) require such Lender to assign its outstanding Accommodations and delegateIndividual Commitments, without recourse if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of this Section 8.4 provided, however, that incumbent Lenders shall have the right to assume any such Accommodations and subject Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is not a Lender at the time that the Borrower provided the afore-mentioned notice to the restrictions contained Administrative Agent. The Replacement Lender or Replacement Lenders shall, in Section 12.04the aggregate, advance all (but not part) of the Terminated Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Credit Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Credit Facility (but in no event shall any other Lender or the Administrative Agent be obliged to do so). With respect to such advance, all acquisition and assumption, the Pro Rata Share of such credit of each Replacement Lender and the Individual Commitments and the obligations of such Replacement Lender under the Credit Facility and the rights and obligations of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Credit Facility shall be increased by its respective interests, pro rata share (based on the relative Individual Commitments of the Replacement Lenders under the Credit Facility) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under this Agreement each of the other Credit Documents to the extent they relate to the Credit Facility on a date mutually acceptable to the Replacement Lenders and the Borrower. On such date, each of the Replacement Lenders shall execute an assignee that instrument substantially in the form of Schedule C hereto and shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) extend to the Borrower the Terminated Lender’s Pro Rata Share of such credit and shall have received prepay to the prior written consent Terminated Lender the Accommodations of the Administrative Agent with respect to any assignee that is not already a Terminated Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderthen outstanding, together with all interest accrued interest thereon and all accrued Feesother amounts owing to the Terminated Lender hereunder, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” in connection with the Credit Facility for purposes of this agreement and shall no longer have any obligations thereunder. In addition to the foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a Joinder Agreement (in the form set forth in Schedule C-2 hereto), which shall be executed and delivered by the Borrower and the Administrative Agent, and (D) in each such Replacement Lender shall be bound by the case terms of any such assignment resulting from the Credit Documents as a Lender becoming Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Non-Consenting Replacement Lender, the applicable assignee shall have agreed to, and Schedule A hereto shall be sufficient (together with all other consenting Lenders) deemed to cause be amended to reflect the adoption of, the applicable consent, waiver amended or amendment of the Transaction Documents or (y) terminate the Commitment new Individual Commitments of such Lender and repay all Obligations of Replacement Lenders under the Borrower owing to such Lender relating Credit Facility pursuant to the portion of the Advance held by such Lender as respective amounts of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existassumptions.

Replacement of a Lender. (i) If any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender claiming compensation or reimbursement pursuant to subsection 2.7A or 2.7B, a Revolving Lender becomes a Defaulting Lender, a Lender or (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsection 2.10) that, (1) pursuant to subsection 10.6, requires consent of 100% of the Lenders (other than Defaulting Lenders) or 100% of the Lenders (other than Defaulting Lenders) with Obligations directly affected and (2) Requisite Lenders have otherwise consented to or a Lender becomes an Affected Lender, (any such Lender, a “Subject Lender”), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee (none of whom shall constitute a Defaulting Lender at the time of such replacement) to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten (10) days prior written notice to the Subject Lender and Administrative Agent, then the Borrower Company may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the such Lender and Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), delegate all of its respective interests, rights (other than existing rights to payments pursuant to subsections 2.7A or 2.7B) and obligations under this the Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)or an Eligible Assignee; provided that that, prior to or concurrently with such replacement, (A1) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) and all amounts under subsection 10.1B with respect to any deficiencies owed by any Subject Lender that is a Defaulting Lender) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an amount equal executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to all outstanding Advances funded or maintained by execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, together with all accrued interest thereon and all accrued Feeshave been fulfilled, and (D4) in the case of any such assignment resulting from the claim for compensation under subsection 2.7A or payments required to be made under subsection 2.7B, such assignment will result in a reduction in such compensation or payments thereafter, and (5) such assignment does not conflict with applicable laws and (6) in the event such Subject Lender becoming is a Non-Consenting Lender, the applicable each assignee shall have agreed toconsent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and shall be sufficient Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders (together with all other consenting than Defaulting Lenders) to cause with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the adoption ofconsent of 100% of all Lenders (other than Defaulting Lenders)), the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Loans and Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of the Advance held assignments required by such Lender as this subsection 2.9 shall include all Loans and Commitments of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existNon-Consenting Lender.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.7A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 12.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected, or a Lender has, pursuant to subsection 2.9, declared its obligations under this Agreement with respect to certain Loans to be terminated (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Revolving Loan Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.7 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent and/or is unwilling to approve the applicable amendment, modification or waiver upon 5 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Revolving Loan Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 12.1B, provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6 and/or 2.7B (if applicable)) owed to it through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 12.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 12.1B including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Company also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existRevolving Loan Commitments.

Replacement of a Lender. (i) If any Lender other than Mxxxxx Sxxxxxx becomes a Defaulting Lender or a Non-Consenting LenderLender other than Mxxxxx Sxxxxxx or any Affiliate thereof imposes or attempts to impose costs pursuant to Section 2.10, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, Originator and (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents Fees or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.

Replacement of a Lender. (a) If (i) If any Affected Party requests compensation under Section 2.10(a), 2.11(a), or 2.13 or any Lender ceases to make any Loans as a result of any condition described in Section 2.10(a), 2.11(a) or 2.13, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower Borrowers may, at its their sole expense and effort, upon not less than five (5) Business Days advance notice to the related Lender and the Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.0410.03), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided provided, that (A) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not unreasonably be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the TransferorLoan Party, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances Loans funded or maintained by such Lender, together with all accrued interest Interest thereon and all accrued FeesFees and other Obligations payable to them hereunder and under the Loan Documents, from the assignee, (D) in the case of any such assignment resulting from a claim for compensation under Section 2.10(a), Section 2.11(a), or Section 2.13 such assignment will result in a reduction in such compensation or payments and (DE) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consentdeparture, waiver or amendment of the Transaction Loan Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower Borrowers owing to such Lender relating to the portion of the Advance Loans held by such Lender as of such termination date, date (without the payment of any penaltyfees); provided that in the case of any such termination of a Non-Consenting Lender, fee such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or premiumamendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to exist.

Replacement of a Lender. If (i) If Borrower is required pursuant to Section 2.19 or 2.21 to make any additional payment to any Lender, (ii) any Lender becomes refuses to consent to a proposed amendment, modification, waiver, discharge or termination with respect to this Agreement that requires the consent of all Lenders (or all affected Lenders) pursuant to Section 10.2 and the same has been approved by the Required Lenders or all other affected Lenders, as applicable, or (iii) any Lender is a Defaulting Lender (any Lender described in clause (i), clause (ii) or a Non-Consenting clause (iii) being an “Affected Lender”), the Borrower may elect to replace the Revolving Commitment and/or Term Loans, as applicable, of such Affected Lender, then provided that no Event of Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such replacement, (y) another bank or other Person that is satisfactory to the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent shall agree, as of such date, to purchase for cash at par, the Revolving Credit Exposure and (if different) Term Loans of the related Lender, (x) require such Affected Lender pursuant to assign an Assignment and delegate, without recourse (in accordance with Acceptance and subject to the restrictions contained in Section 12.04), become a Lender for all of its respective interests, rights and obligations purposes under this Agreement and to an assignee that shall assume all obligations of the Affected Lender to be terminated as of such obligations date and to comply with the requirements of Section 10.4 applicable to assignments, and (which assignee may be another Lender if a Lender accepts such assignment); provided that (Az) the Borrower shall have received pay to such Affected Lender in immediately available funds on the prior written consent day of such replacement (A) all interest, fees and other amounts then accrued and unpaid that are owing to such Affected Lender by the Administrative Agent with respect Borrower hereunder to any assignee that is not already a and including the date of termination, including payments due to such Affected Lender hereunderunder Sections 2.19 and 2.21, which consent shall not be unreasonably withheld, and (B) the assignee shall not be an Affiliate of any of the Borroweramount, the Servicer or the Transferorif any, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall payment that would have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing been due to such Lender relating on the day of such replacement under Section 2.20 had the Loans of such Affected Lender been prepaid on such date rather than sold to the portion of replacement Lender, in each case to the Advance held extent not paid by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existpurchasing lender.

Replacement of a Lender. In the event any Lender (any such Lender, a "DEFAULTING LENDER") (i) If gives notice under Section 2.9, 3.4 or 4.6.1, (ii) does not fund Revolving Credit Loans or otherwise fails to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due (unless the subject of a good faith dispute or unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof), (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), deemed insolvent by an Official Body or the subject of a Defaulting Lender bankruptcy, receivership, conservatorship or insolvency proceeding, or (iv) becomes a Non-Consenting LenderLender pursuant to Section 10.1, then the Borrower may, Borrowers shall have the right at its sole expense option to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and effortterminate such Lender's Commitment within ninety (90) days after (x) receipt of such Lender's notice under Section 2.9, upon not less than five 3.4 or 4.6.1, (5y) Business Days advance notice the date such Lender has failed to fund Revolving Credit Loans or otherwise failed to pay over to the Administrative Agent and or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due as contemplated in clause (if differentii) above, or (z) the related Lender, (x) require date such Lender to assign and delegate, without recourse (in accordance with and became subject to the restrictions contained control of an Official Body or any other event contemplated in clause (iii) or (iv) above occurs, as applicable; provided that the Borrowers shall also pay to such Lender at the time of such prepayment any amounts required under Section 12.04), all of its respective interests, rights 4.6 and obligations under this Agreement to an assignee that shall assume any accrued interest due on such obligations amount and any related fees (which assignee may be another Lender except if a Lender accepts is a Defaulting Lender as a result of the operation of clause (ii) or (iii) above, in which event such assignmentLender shall be entitled to receive accrued interest only and not entitled to receive payment of any fees); provided provided, however, that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Revolving Credit Commitment of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement financial institution acceptable to the portion of the Advance held by such Lender as of such termination dateAdministrative Agent; provided, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisefurther, the circumstances entitling remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Borrower foregoing, the Administrative Agent may only be replaced subject to require such assignment the requirements of Section 9.14 and delegation cease to existprovided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Lender. (a) If (i) If any Affected Party requests compensation under Section 2.09(a), 2.10(a), or 2.12 or any Lender ceases to make any Loans as a result of any condition described in Section 2.09(a), 2.10(a), or 2.12, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower Borrowers may, at its their sole expense and effort, upon not less than five (5) Business Days advance notice to the related Lender and the Administrative Agent and (if different) the related Lendertogether with a copy of such notice posted to a Data Site), (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.0410.03), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided provided, that (A) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the TransferorLoan Party, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances Loans funded or maintained by such Lender, together with all accrued interest Interest thereon and all accrued FeesFees and other Obligations payable to them hereunder and under the Loan Documents, from the assignee, (D) in the case of any such assignment resulting from a claim for compensation under Section 2.09(a), 2.10(a), or 2.12 such assignment will result in a reduction in such compensation or payments and (DE) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consentdeparture, waiver or amendment of the Transaction Loan Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower Borrowers owing to such Lender relating to the portion of the Advance Loans held by such Lender as of such termination date, without ; provided that in the payment case of any penaltysuch termination of a Non-Consenting Lender, fee such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or premiumamendment of the Loan Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to exist.

Replacement of a Lender. (i) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender or a Non-Consenting Lenderconsenting Lender (as defined below in this section), then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to such Lender and the Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.048.04), all of its respective interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender Lender, if a Lender accepts such assignment); provided that (Ai) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that (and if a Commitment is not already a Lender hereunderbeing assigned, the Issuing Bank and Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (Cii) such assigning Lender shall have received payment of an amount equal to all the outstanding Advances funded or maintained by such Lenderprincipal of its Loans and participations in LC Disbursements and Swingline Loans, together with all accrued interest thereon thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued Feesinterest and fees) or the Borrower (in the case of all other amounts), and (Diii) in the case of any such assignment resulting from a Lender becoming claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a Non-Consenting Lender, reduction in future compensation or payments under the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premiumSection. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existapply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of this Agreement or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders and (iii) the Required Lenders have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”. In addition, each Rejecting Lender (as defined in the definition of the term Maturity Date) shall be a Non-consenting Lender hereunder.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (a) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (b) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent (provided, however, that the Non-Consenting Lender or the Subject Lender shall not be required to pay such processing fee), (c) all of the requirements for such assignment contained in subsection 10.1B, including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (d) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Company also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premiumassign its Loans and Commitments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.EXECUTION VERSION

Replacement of a Lender. If a Lender (i“Affected Lender”) If (a) sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2 or 3.5, (b) determines that maintenance of any Lender becomes of its Fixed Rate Loans at a Defaulting Lender suitable Lending Installation would violate any applicable Law and so notifies the Administrative Agent pursuant to Section 3.3, or (c) is a Non-Consenting Declining Lender, then the Borrower may, may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at its sole expense and effort, upon not less than five any time prior to such Declining Lender’s Termination Date (5in the case of clause (c) Business Days advance notice to above) notify the Administrative Agent and (if different) such Affected Lender that a Replacement Lender designated by the related Lender, (x) require Borrower in the notice has agreed to replace such Lender with respect to assign its Revolving Credit Commitment, Revolving Credit Loans and delegateTerm Loans, without recourse provided that (i), in accordance the case of replacement of a Declining Lender that is a Declining Lender under only one Facility, such replacement may only be made with and respect to such Facility, but in all other cases such replacement shall be made with respect to each Facility under which such Affected Lender is a Lender; (ii) any Replacement Lender that, immediately prior to its replacement of a Lender hereunder, was not a Lender hereunder shall be subject to the restrictions contained in Section 12.04), all approval of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations the Administrative Agent (which assignee may approval shall not be another Lender if a Lender accepts such assignmentunreasonably withheld); provided that and (Aiii) the Borrower shall have received paid any amounts due pursuant to Section 3.1, 3.2 or 3.5 to the prior written consent Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Revolving Credit Commitment, Loans and interests in outstanding Facility Letters of Credit and/or Term Loans hereunder to the Administrative Agent Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 and shall receive, concurrently with respect to any assignee that is not already a Lender hereundersuch assignments, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by amounts payable to such Lender, together Affected Lender with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, respect to the applicable assignee shall have agreed toFacility or Facilities, and shall be sufficient (together with all other consenting Lenders) to cause including without limitation the adoption of, the applicable consent, waiver or amendment aggregate outstanding principal amount of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance Loans held by such Lender as Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such termination date, without the assignment and any amounts payable under Section 3.4 with respect to any payment of any penalty, fee or premiumFixed Rate Loan resulting from such assignment. A Such Affected Lender shall not be required responsible for the payment to make any the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the case of an assignment by a Declining Lender under this Section 2.20, the Replacement Lender that is the assignee of the Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the Facility Termination Date with respect to the applicable Facility or Facilities, which agreement shall be set forth in a written instrument delivered and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling satisfactory to the Borrower to require such assignment and delegation cease to existthe Administrative Agent.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender defaults in its obligations to fund a Loan pursuant to this Agreement (a “Defaulting Lender”), a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of Lenders or 100% of Lenders with Obligations directly affected and consent of at least Requisite Lenders or a majority of Lenders with Obligations directly affected, as the case may be, has been obtained or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender becomes (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon two Business Days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents (excluding any claims against such Subject Lender if it is a Defaulting Lender), (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender or relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required refused to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existprovide its consent.

Replacement of a Lender. (i) If any Lender other than Xxxxxx Xxxxxxx becomes a Defaulting Lender or a Non-Consenting LenderLender other than Xxxxxx Xxxxxxx or any Affiliate thereof imposes or attempts to impose costs pursuant to Section 2.10, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, Originator and (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents Fees or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.

Replacement of a Lender. If a Lender (iother than the Agent as a Lender) If any Lender becomes a Defaulting Lender or a Non-Consenting LenderReplacement Candidate (as defined below), then Borrower shall have the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice right to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign to another lender or other institution selected by Borrower and delegate, without recourse reasonably satisfactory to the Agent (which may be one or more of the Lenders) the Commitments and the Notes held by such Lender pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with and subject to Section 10.23; provided, that neither the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to nor any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment any obligation to Borrower to find any such lender or other institution and in order for Borrower to replace a Lender, Borrower must require such replacement within three (3) months of the date the Lender became a Replacement Candidate. Each Lender (other than the Agent as a Lender) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender’s interest in the Loans owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all outstanding Advances funded or maintained by such Lenderunpaid interest accrued thereon, together with all unpaid fees accrued interest thereon and all accrued Fees, and (D) in for the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment account of such Lender and repay all Obligations of the Borrower other amounts then owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of hereunder or under any penalty, fee or premiumother Financing Agreement. A Lender shall not be required will become a “Replacement Candidate” if (i) it has made a demand under Sections 10.20, 10.21 or 10.22, (ii) it declines to make any such assignment and delegation ifapprove an amendment or waiver that is approved by the Required Lenders, prior thereto, as or (iii) is a result Defaulting Lender. The rights of a waiver by such Lender or otherwiseBorrower, the circumstances entitling Agent and the Borrower other Lenders under this Section 10.32 shall be in addition to require such assignment any other rights or remedies Borrower, the Agent and delegation cease the other Lenders may have under this Agreement, at law or in equity (including but not limited to existthe right of setoff with respect to the Liabilities owed to a Defaulting Lender).

Replacement of a Lender. (i) If any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender becomes a Defaulting Revolving Lender, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsection 2.10) that, (1) pursuant to subsection 10.6, requires consent of 100% of the Lenders (other than Defaulting Revolving Lenders) or 100% of the Lenders (other than Defaulting Revolving Lenders) with Obligations directly affected and (2) Requisite Lenders have otherwise consented to, or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee (none of whom shall constitute a Defaulting Revolving Lender at the time of such replacement) to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders (other than Defaulting Revolving Lenders) with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders (other than Defaulting Revolving Lenders)), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of the Advance held assignments required by such Lender as this subsection 2.9 shall include all Loans and Commitments of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existNon-Consenting Lender.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender (other than in respect of Eurocurrency liabilities under Regulation D), a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a "NON-CONSENTING LENDER") refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a "SUBJECT LENDER"), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement (1) Company has paid to the Lender giving such notice all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) through such date of replacement, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required), the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents and the payment to the Subject Lender of all amounts required under the Assignment Agreement, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Company also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existCommitments.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected and which receives the consent of Requisite Lenders or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii) if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8A and/or is unwilling to consent to such amendment, modification or waiver, and/or is unwilling to remedy its default upon five Business Days’ prior written notice to the Subject Lender and Administrative Agent, Company may either (x) with the consent of the Requisite Lenders, pay in full all outstanding principal, interest, fees and other amounts owed to any Non-Consenting Lender and terminate the Commitment of such Non-Consenting Lender or (y) require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or such assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including the consent of Administrative Agent (not to be unreasonably withheld or delayed) (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premiumrefused to provide its consent. A Lender that has assigned its Loans and Commitments pursuant to this subsection 2.9 shall not continue to be required entitled to make any the benefits of subsections 2.6, 2.7 and 2.8 with respect to the periods during which such assignment and delegation if, prior thereto, as Person was a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existLender.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected and which receives the consent of Requisite Lenders or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and all other obligations of the Subject Lender hereunder and (ii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8A and/or is unwilling to consent to such amendment, modification or waiver, Company may require the Subject Lender to assign all of its Loans to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B (with such assignment being deemed a voluntary prepayment for purposes of subsection 2.4B(ii)); provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, prepayment premiums, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or such assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (not to be unreasonably withheld or delayed) (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Company also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premiumassign its Loans. A Lender that has assigned its Loans and Commitments pursuant to this subsection 2.9 shall not continue to be required entitled to make any the benefits of subsections 2.6, 2.7 and 2.8 with respect to the periods during which such assignment and delegation if, prior thereto, as Person was a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existLender.

Replacement of a Lender. If a Lender (iother than the Agent as a Lender) If any Lender becomes a Defaulting Lender or a Non-Consenting LenderReplacement Candidate (as defined below), then Borrower shall have the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice right to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign to another lender or other institution selected by Borrower and delegate, without recourse reasonably satisfactory to the Agent (which may be one or more of the Lenders) the Commitments and the Notes held by such Lender pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with and subject to Section 10.23; provided, that neither the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to nor any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment any obligation to Borrower to find any such lender or other institution and in order for Borrower to replace a Lender, Borrower must require such replacement within three (3) months of the date the Lender became a Replacement Candidate. Each Lender (other than the Agent as a Lender) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender’s interest in the Loans and Liabilities owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all outstanding Advances funded or maintained by such Lenderunpaid interest accrued thereon, together with all unpaid fees accrued interest thereon and all accrued Fees, and (D) in for the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment account of such Lender and repay all Obligations of the Borrower other amounts then owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of hereunder or under any penalty, fee or premiumother Financing Agreement. A Lender will become a “Replacement Candidate” if (i) it has made a demand under Sections 10.20, 10.21 or 10.22, (ii) it has defaulted on any obligation under this Agreement or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of Borrower under this Section 10.32 shall not be required in addition to make any such assignment and delegation if, prior thereto, other rights or remedies Borrower may have at law or in equity as a result of a waiver by such Lender or otherwise, the circumstances entitling events described in the Borrower to require such assignment and delegation cease to existdefinition of “Replacement Candidate”.

Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (i) If any Lender becomes shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.5, 2.6A or 2.6B (including, without limitation, any such payments resulting from any change by such Lender in the office through which it makes LIBOR Loans), the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal or (ii) at any time any Lender is a Defaulting Lender or (iii) at any time any Lender ceases to be a Non-Consenting NAIC Qualified U.S. Financial Institution, then, with respect to each such Lender (a “Terminated Lender”), then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (if differentand such Terminated Lender hereby irrevocably agrees) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective Commitment (if any), any outstanding Credit Exposure and other interests, rights and obligations hereunder to one or more Persons which are Eligible Assignees at such time (each a “Replacement Lender”) in accordance with the provisions of Section 8.1 (including the consents of the Administrative Agent and each Fronted LC Issuing Bank required thereunder) for a purchase price equal to the sum of (x) the aggregate outstanding principal amount of the Loans held by such Terminated Lender and (y) the LC Disbursements funded by such Terminated Lender that have not then been reimbursed by the Borrower, together with accrued interest thereon and accrued and theretofore unpaid fees owing to such Terminated Lender under this Agreement Section 2.3 to an assignee that shall assume such obligations (which assignee may but not including the date of assignment, to be another paid by the relevant Replacement Lender if a Lender accepts on the date of such assignment); provided that (Aa) on the effective date of such assignment, the Borrower shall have received pay any amounts payable to such Terminated Lender to the prior written consent date of the Administrative Agent with respect such assignment pursuant to any assignee that is not already Section 2.5 or 2.6 or otherwise as if it were a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, prepayment and (Db) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lenderclaim for payments under Section 2.5, 2.6A or 2.6B, such assignment will result in the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause reduction in such payments. Upon the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment completion of such Lender assignment and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of all amounts owing to any penaltyTerminated Lender, fee or premium. A such Terminated Lender shall not be required no longer constitute a “Lender” for purposes hereof; provided that any right of such Terminated Lender to make any indemnification hereunder shall survive as to such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existTerminated Lender.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 3.4 [Euro-Rate Unascertainable, etc.] or Section 4.5.1 [Increased Costs, etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, or (iii) becomes a Defaulting Lender or a Non-Consenting Lendersubject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, withheld (B) the assignee shall not be except that during any period when an Affiliate Event of any of the BorrowerDefault exists and is continuing, the Servicer or Administrative Agent may withhold such consent in its sole discretion), to prepay the Transferor, (C) Loans of such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest and fees accrued interest thereon and all accrued Feesother amounts due and payable to such Lender under the Loan Documents, and terminate such Lender's Commitment within ninety (D90) in the case days after (x) receipt of any such assignment resulting from a Lender becoming a NonLender's notice under Section 3.4 [Euro-Consenting LenderRate Unascertainable, the applicable assignee shall have agreed toetc.] or 4.5.1 [Increased Costs, and shall be sufficient (together with all other consenting Lenders) to cause the adoption ofEtc.], the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 4.5 [Additional Compensation in Certain Circumstances] (except that the Borrower shall not be required to indemnify such Lender for liabilities, losses or expenses under Section 4.5.2(i) sustained by such Lender as a consequence of the prepayment of the Loans of such Lender in accordance with this Section 4.4.2 on a day other than the last day of an Interest Period with respect to Loans to which a Euro-Rate Option applies if the Loans of such Lender are being prepaid because such Lender has determined that the making, maintenance or funding of such Loans by such Lender under the Euro-Rate Option has been made unlawful or because such Lender has become subject to the control of an Official Body) and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement bank acceptable to the portion Agents and the Issuing Banks; provided, further, that the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of the Advance held Section 9.14 [Successor Agents] and an Issuing Bank may only be replaced if all Letters of Credit issued by such Lender as of such termination date, without the payment of any penalty, fee Issuing Bank have expired or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender been terminated or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existreplaced.

Replacement of a Lender. In the event any Lender: (i) If gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, (iii) becomes a Defaulting Lender Nonconsenting Lender, or a Non-Consenting Lender(iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesthereon, and terminate such Lender’s Commitment within ninety (D90) in days after: (w) receipt of such Lender’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.5.1 [Increased Costs, Etc.], (x) the case date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate such Lender becomes a Nonconsenting Lender or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement bank acceptable to the portion of the Advance held by such Lender as of such termination dateAgent; provided, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisefurther, the circumstances entitling remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Borrower foregoing, the Agent may only be replaced subject to require such assignment the requirements of Section 10.14 [Successor Agent] and delegation cease to existprovided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Lender. (i) If any Lender becomes a Defaulting Lender or a Non-Consenting an Affected Lender (any such Lender, then a "Subject Lender"), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Borrower may, at its sole expense Subject Lender's Loans and effort, upon not less than five (5) Business Days advance notice to assume the Administrative Agent Subject Lender's Commitments and (if different) all other obligations of the related LenderSubject Lender hereunder, (xii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to is not an assignee that shall assume such obligations (which assignee may be another Issuing Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is not already a unwilling to remedy its default or withholds any request for reimbursement upon ten (10) days prior written notice to the Subject Lender hereunderand Administrative Agent, which consent shall not be unreasonably withheldBorrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Subsection 10.1B; provided that, prior to or concurrently with such replacement, (B1) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of an amount equal all principal, interest, fees and other amounts (including all amounts under Subsections 2.6D, 2.7 and/or 2.8 (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to all outstanding Advances funded or maintained be paid by such Lender, together with all accrued interest thereon and all accrued FeesSubsection 10.1B(i) shall have been paid to Administrative Agent, and (D3) in all of the case of any requirements for such assignment resulting from a Lender becoming a Non-Consenting Lendercontained in Subsection 10.1B, including, without limitation, the applicable assignee shall consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have agreed tobeen fulfilled; and provided further, and shall be sufficient that if Borrower seeks to exercise such right, Borrower must do so within sixty (together with all other consenting Lenders60) to cause the adoption of, the applicable consent, waiver days after Borrower first knows or amendment should have known of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations occurrence of the Borrower owing event or events giving rise to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existright.

Replacement of a Lender. If (i) If any the Borrower receives notice that the Borrower may incur Obligations under subsection 2.7 through a written statement under subsection 2.8A from the Administrative Agent or a Lender or otherwise (other than for breakage costs under subsection 2.6D), (ii) a Lender is a Defaulting Lender, (iii) a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires the consent of such Lender and such amendment, modification or waiver has been approved by the Requisite Lenders, or (iv) a Lender becomes an Affected Lender (any such Lender, a Defaulting “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to the Borrower pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and the Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and the Administrative Agent, the Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to the Administrative Agent by the CHAR1\1732468v1CHAR1\1735441v5 Borrower or the assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of the Administrative Agent (if required) and the receipt by the Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.

Replacement of a Lender. If a Lender (iother than the Agent as a Lender) If any Lender becomes a Defaulting Lender or a Non-Consenting LenderReplacement Candidate (as defined below), then Borrower shall have the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice right to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign to another lender or other institution selected by Borrower and delegate, without recourse reasonably satisfactory to the Agent (which may be one or more of the Lenders) the Commitments and the Notes held by such Lender pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with and subject to Section 10.23; provided, that neither the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to nor any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment any obligation to Borrower to find any such lender or other institution and in order for Borrower to replace a Lender, Borrower must require such replacement within three (3) months of the date the Lender became a Replacement Candidate. Each Lender (other than the Agent as a Lender) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender's interest in the Loans owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all outstanding Advances funded or maintained by such Lenderunpaid interest accrued thereon, together with all unpaid fees accrued interest thereon and all accrued Fees, and (D) in for the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment account of such Lender and repay all Obligations of the Borrower other amounts then owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of hereunder or under any penalty, fee or premiumother Financing Agreement. A Lender will become a "REPLACEMENT CANDIDATE" if (i) it has made a demand under Sections 10.20, 10.21 or 10.22, (ii) it has defaulted on any obligation under this Agreement or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of Borrower under this Section 10.32 shall not be required in addition to make any such assignment and delegation if, prior thereto, other rights or remedies Borrower may have at law or in equity as a result of a waiver by such Lender or otherwise, the circumstances entitling events described in the Borrower to require such assignment and delegation cease to existdefinition of "Replacement Candidate".

Replacement of a Lender. (i) If Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or a Nonthat such Lender is entitled to receive payments under Section 2.10, 2.11 or 2.12, the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; then, with respect to each such Increased-Consenting Cost Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance by giving written notice to the Administrative Agent and any Increased Cost Lender of its election to do so, elect to cause such Increased Cost Lender (if differentand such Increased Cost Lender hereby irrevocably agrees) the related Lender, (x) require such Lender to assign its outstanding Advances and delegateits Commitments, without recourse if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 9.02 and subject to Borrower shall pay the restrictions contained fees, if any, payable thereunder in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts connection with any such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheldprovided, (B1) on the assignee shall not be an Affiliate date of any of the Borrowersuch assignment, the Servicer or the Transferor, (C) such assigning Replacement Lender shall have received payment of pay to Increased Cost Lender an amount equal to the principal of, and all accrued interest on, all outstanding Advances funded or maintained by such of the Increased Cost Lender, together with all accrued interest thereon and all accrued Fees, ; and (D2) in on the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment date of such assignment, Borrower shall pay any amounts payable to such Increased Cost Lender pursuant to Section 2.10(c), 2.11 or 2.12 or otherwise as if it were a prepayment. Upon the prepayment of all amounts owing to any Increased Cost Lender and repay all Obligations the termination of the Borrower owing such Increased Cost Lender’s Commitments, if any, such Increased Cost Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Increased Cost Lender to indemnification hereunder shall survive as to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existIncreased Cost Lender.

Replacement of a Lender. (i) If any Lender becomes a Defaulting requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or a Non-Consenting Lenderany Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to such Lender and the Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.048.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender Lender, if a Lender accepts such assignment); provided that (Ai) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not unreasonably be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (Cii) such assigning Lender shall have received payment of an amount equal to all the outstanding Advances funded or maintained by such Lenderprincipal of its Loans and participations in LC Disbursements and Swingline Loans, together with all accrued interest thereon thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued Feesinterest and fees) or the Borrower (in the case of all other amounts), and (Diii) in the case of any such assignment resulting from a Lender becoming claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a Non-Consenting Lender, reduction in future compensation or payments under the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premiumSection. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existapply.

Replacement of a Lender. (a) In the event any Lender (i) If gives notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or Section 4.6.1 [Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, or (iii) becomes a Defaulting Lender or a Non-Consenting Lendersubject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesother Obligations owing to such Lender, and terminate such Lender’s Commitment within ninety (D90) in the case days after (x) receipt of any such assignment resulting Lender’s notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or 4.6.1 [Increased Costs or Reduced Return Resulting from a Lender becoming a Non-Consenting LenderTaxes, the applicable assignee shall have agreed toReserves, and shall be sufficient (together with all other consenting Lenders) to cause the adoption ofCapital Adequacy Requirements, the applicable consentExpenses, waiver or amendment of the Transaction Documents or Etc.], (y) terminate the Commitment date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, or (z) the date such Lender and repay all Obligations became subject to the control of an Official Body, as applicable; provided that the Borrower owing shall also pay to such Lender relating at the time of such prepayment any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the portion requirements of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existSection 9.14 [Successor Agent].

Replacement of a Lender. (i) If any Lender other than Mxxxxx Sxxxxxx becomes a Defaulting Lender or a Non-Consenting LenderLender other than Mxxxxx Sxxxxxx or any Affiliate thereof imposes or attempts to impose costs pursuant to Section 2.10, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, Originator and (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents Fees or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.. 84

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.5.1 [Increased Costs, Etc.], (ii) does not fund Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, or (iii) becomes a Defaulting Lender or a Non-Consenting Lendersubject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheldwithheld or delayed, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesthereon, and terminate such Lender’s Commitment within ninety (D90) in the case days after (x) receipt of any such assignment resulting from a Lender becoming a NonLender’s notice under Section 3.4 [Euro-Consenting LenderRate Unascertainable, the applicable assignee shall have agreed toEtc.] or 4.5.1 [Increased Costs, and shall be sufficient (together with all other consenting Lenders) to cause the adoption ofEtc.], the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the date such Lender has failed to fund Loans because the making of such Loans would contravene Law applicable to such Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 4.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement bank acceptable to the portion of the Advance held by such Lender as of such termination dateAdministrative Agent; provided, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisefurther, the circumstances entitling remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Borrower foregoing, the Administrative Agent may only be replaced subject to require such assignment the requirements of Section 9.14 [Successor Administrative Agent] and delegation cease to existprovided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or Section 4.6.1 [Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (ii)does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender becomes a Defaulting Lender Law applicable to such Lender, or a Non-Consenting Lender(iii)becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesthereon, and terminate such Lender's Commitment within ninety (D90) in days after (x)receipt of such Lender's notice under Section 3.4 [LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] or 4.6.1 [Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (y)the date such Lender has failed to fund Revolving Credit Loans because the case making of any such assignment resulting from a Lender becoming a Non-Consenting Loans would contravene Law applicable to such Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of z)the date such Lender and repay all Obligations became subject to the control of an Official Body, as applicable; provided that the Borrower owing shall also pay to such Lender relating at the time of such prepayment any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the portion requirements of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existSection 9.14 [Successor Agent].

Replacement of a Lender. If (ia) If any Lender becomes demands compensation under Section 4.7(c) or Section 4.7(d) (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7(a) or Section 4.7(b), (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, then or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at its sole the Parent Borrower’s expense and effort(or at the expense of a Defaulting Lender whose representation contained in clause (iii) of Section 2.1(b) proves to be false), upon not less than five (5) Business Days advance notice one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent and (if differentnot already a Lender) the related and willing to replace such Lender, (x) require and such Lender shall execute and deliver to assign such replacement Lender an Assignment and delegate, without recourse (in accordance Assumption with and subject respect to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations such Lender’s entire interest under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of for an amount equal to the principal balance of all outstanding Advances funded or maintained Loans and L/C Obligations held by such Lender, together with the affected Lender and all accrued interest thereon and all accrued Feesfees with respect thereto through the date of such assignment, and provided that (Di) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lendersthat demands compensation under Section 4.7(c) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (ySection 4.7(d) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment and delegation pursuant to clause (a) above cease to existapply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.7(b), such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7(f) to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.7(b).

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.], (ii) does not fund Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, or (iii) becomes a Defaulting Lender subject to the control of an Official Body (other than normal and customary supervision) (iv) fails to agree to any amendment, consent, waiver, or a Non-Consenting Lenderthe like as to which the Required Lenders have agreed, then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesthereon, and terminate such Lender’s Commitments within ninety (D90) in days after (w) receipt of such Lender’s notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.], (x) the case date such Lender has failed to fund Loans because the making of any such assignment resulting from a Lender becoming a Non-Consenting Loans would contravene Law applicable to such Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment date such Lender became subject to the control of an Official Body, or (z) the date such amendment, consent, waiver, or the like becomes effective, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitments of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement bank acceptable to the portion of Agent; provided, further, the Advance held by such Lender as of such termination date, without the payment of any penalty, fee remaining Lenders shall have no obligation hereunder to increase their respective Revolving Credit Commitment or premium. A Lender shall not be required to make any such assignment and delegation if, prior theretoTerm Loan Commitment, as a result of a waiver by such Lender or otherwiseapplicable. Notwithstanding the foregoing, the circumstances entitling Agent may only be replaced subject to the Borrower to require such assignment requirements of Section 9.14 [Successor Agent] and delegation cease to existprovided that all Letters of Credit issued by the Agent or any Affiliate thereof have expired or been terminated or replaced.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8.1 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender becomes or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (iii) is a Defaulting Lender Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting LenderLender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its sole expense and effortexpense, upon not less than five (5) Business Days advance notice to such Lender and the Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.0411.8 [Successors and Assigns]), all of its respective interests, rights (other than existing rights to payments pursuant to Sections 5.8.1 [Increased Costs] or 5.9 [Taxes]) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender Lender, if a Lender accepts such assignment); , provided that that: (Ai) the Borrower shall have received the prior written consent of paid to the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, the assignment fee specified in Section 11.8 [Successors and Assigns]; (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (Cii) such assigning Lender shall have received payment of an amount equal to all the outstanding Advances funded or maintained by such Lenderprincipal of its Loans and Participation Advances, together with all accrued interest thereon thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued Fees, interest and fees) or the Borrower (Din the case of all other amounts); (iii) in the case of any such assignment resulting from a Lender becoming claim for compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a Non-Consenting Lender, the reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premiumLaw. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.apply. 5.6.3

Replacement of a Lender. (i) If any Lender becomes Company receives a Defaulting statement of amounts due pursuant to subsection 2.8A from a Lender or Administrative Agent, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, then modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Borrower mayLenders or 100% of the Lenders with Obligations directly affected thereby and which receives the consent of Requisite Lenders (or, in the case of an amendment, modification or waiver requiring consent of 100% of the Lenders with Obligations directly affected thereby, Lenders holding a majority of such affected Obligations or Commitments in respect thereof) or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at its sole expense par the Subject Lender’s Loans and effortassume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder and (ii) if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8A and/or is unwilling to consent to such amendment, modification or waiver upon not less than five (5) three Business Days advance Days’ prior written notice to the Subject Lender and Administrative Agent and (if different) the related LenderAgent, Company may either (x) with the consent of the Requisite Lenders, pay in full all outstanding principal, interest, fees and other amounts owed to any Non-Consenting Lender and terminate the Commitment of such Non-Consenting Lender or (y) require such the Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interestsLoans and Commitments to such other Lender, rights and obligations under this Agreement Lenders, Eligible Assignee or Eligible Assignees pursuant to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)the provisions of subsection 10.1B; provided that that, prior to or concurrently with such replacement, (A1) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of an amount equal to all outstanding Advances funded or maintained by principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7, 2.8B (if applicable) and, if such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Subject Lender becoming is a Non-Consenting Lender with respect to a Repricing Transaction, subsection 2.4B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent by Company or such assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non- 509265-1822-13506-Active.15159325.22 Consenting Lender, the applicable each assignee shall have agreed toconsent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Non-Consenting Lender that are subject to the assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent. A Lender that has assigned its Loans and Commitments pursuant to this subsection 2.9 shall continue to be entitled to the benefits of subsections 2.6, 2.7 and 2.8 with respect to the periods during which such Person was a Lender. If any applicable Lender shall be sufficient deemed a Non-Consenting Lender and for such reason is required to assign all or any portion of its Initial Term Loans or its Initial Term Loans are prepaid by Company pursuant to subsection 2.4B(i) (together with all other consenting Lendersx) prior to cause the adoption of, the applicable consent, waiver or amendment first anniversary of the Transaction Documents Closing Date in connection with any such waiver, amendment or modification constituting a Repricing Transaction, Company shall pay such Non-Consenting Lender a fee equal to 2.00% of the principal amount of the Initial Term Loans so assigned or prepaid or (y) terminate on or prior to the Commitment second anniversary of the Closing Date and on or after the first anniversary of the Closing Date in connection with any such waiver, amendment or modification constituting a Repricing Transaction, Company shall pay such Non-Consenting Lender a fee equal to 1.00% of the principal amount of the Initial Term Loans so assigned or prepaid. If a Subject Lender fails to deliver assignment documentation within three Business Days of request, such assignment may be effected without the signature of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existSubject Lender.

Replacement of a Lender. If Borrowers receive a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, or an Offshore Lender defaults in its obligations to fund an Offshore Loan pursuant to this Agreement, a Lender (a "NON-CONSENTING LENDER") refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 11.8, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a "SUBJECT LENDER"), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other 77 obligations of the Subject Lender hereunder, (ii) such Lender is not the Issuing Lender (unless all such Letters of Credit are terminated or arrangements acceptable to the Issuing Lender (such as a "back-to-back" letter of credit) are made and another Revolving Lender has agreed to become the Issuing Lender) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrowers pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 11.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 11.1B(i) shall have been paid to Administrative Agent, and (3) all of the requirements for such assignment contained in subsection 11.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Company also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existCommitments.

Replacement of a Lender. If Parent receives a statement of amounts due pursuant to subsection 2.8A from a Lender (other than with respect to amounts due under subsection 2.6D), a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of each Lender or of each Lender holding Obligations or having Commitments directly affected, or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Borrowers have obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, and (ii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Parent pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Parent may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Parent also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of assignments required by this subsection 2.9 shall include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required refused to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existprovide its consent.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, (iii) becomes a Defaulting Lender Nonconsenting Lender, or a Non-Consenting Lender(iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderPaying Agent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all any fees accrued Feesunder Sections 2.3 or 2.10.2.1,, and terminate such Lender’s Commitment within ninety (D90) in days after (w) receipt of such Lender’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.5.1 [Increased Costs, Etc.], (x) the case date such Lender has failed to fund Revolving Credit Loans because the making of any such assignment resulting from a Lender becoming a Non-Consenting Loans would contravene Law applicable to such Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate such Lender becomes a Nonconsenting Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees and all other amounts due and payable hereunder; provided, however, that the Commitment of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement bank acceptable to the portion of the Advance held by such Lender as of such termination datePaying Agent; provided, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisefurther, the circumstances entitling remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Borrower foregoing, the Paying Agent may only be replaced subject to require such assignment the requirements of Section 10.14 [Successor Agents] and delegation cease to existprovided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Lender. If Borrowers receive a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a "Non-Consenting Lender") refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a "Subject Lender"), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Borrowers have obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrowers pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Borrowers may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the -------- Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Borrowers also require each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existCommitments.

Replacement of a Lender. Notwithstanding anything contained herein to the contrary, if (i) If any Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 8.2 (for the purposes of this Section, the “Affected Lender”), or (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions of this Agreement that requires the consent of all of the Lenders, the consent of the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, or (iii) any Lender becomes a Defaulting Lender or a Lender, then, in the case of each such Affected Lender, Non-Consenting Lender or Defaulting Lender (each, a “Terminated Lender, then ”) the Borrower Borrowers may, at its sole expense and effort, upon not less than five (5) Business Days advance by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (if differentand such Terminated Lender hereby irrevocably agrees) the related Lender, (x) require such Lender to assign its outstanding Accommodations and delegateIndividual Commitments, without recourse if any, in full to one or more Persons (each a “Replacement Lender”) in accordance with the provisions of this Section 16.6 and subject the consent rights of the Administrative Agent and the Issuing Lender in Section 16.5(c) provided, however, that incumbent Lenders shall have the right to assume any such Accommodations and Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is not a Lender at the time that the Borrowers provided the afore-mentioned notice to the restrictions contained Administrative Agent. The Replacement Lender or Replacement Lenders shall, in Section 12.04the aggregate, advance all (but not part) of the Terminated Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Credit Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Credit Facility (but in no event shall any other Lender or the Administrative Agent be obliged to do so). 51334597.3 Third Amended and Restated Credit Agreement - Equinox With respect to such advance, all acquisition and assumption, the Pro Rata Share of such credit of each Replacement Lender and the Individual Commitments and the obligations of such Replacement Lender under the Credit Facility and the rights and obligations of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Credit Facility shall be increased by its respective interests, pro rata share (based on the relative Individual Commitments of the Replacement Lenders under the Credit Facility) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent each of the Administrative Agent with respect other Credit Documents to any assignee that is not already the extent they relate to the Credit Facility on a Lender hereunderdate mutually acceptable to the Replacement Lenders and the Borrowers. On such date, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any each of the Borrower, Replacement Lenders shall execute an instrument substantially in the Servicer or form of Schedule C hereto and shall extend to the Transferor, (C) relevant Borrower the Terminated Lender’s Pro Rata Share of such assigning credit and shall prepay to the Terminated Lender shall have received payment the Accommodations of an amount equal to all outstanding Advances funded or maintained by such Lenderthe Terminated Lender then outstanding, together with all interest accrued interest thereon and all accrued Feesother amounts owing to the Terminated Lender hereunder, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” in connection with the Credit Facility for purposes of this agreement and shall no longer have any obligations thereunder. In addition to the foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a joinder agreement in form and substance satisfactory to the Borrowers and the Administrative Agent, which shall be executed and delivered by the Borrowers and the Administrative Agent, and (D) in each such Replacement Lender shall be bound by the case terms of any such assignment resulting from the Credit Documents as a Lender becoming Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Non-Consenting Replacement Lender, the applicable assignee shall have agreed to, and Schedule A hereto shall be sufficient (together with all other consenting Lenders) deemed to cause be amended to reflect the adoption of, the applicable consent, waiver amended or amendment of the Transaction Documents or (y) terminate the Commitment new Individual Commitments of such Lender and repay all Obligations of Replacement Lenders under the Borrower owing to such Lender relating Credit Facility pursuant to the portion of the Advance held by such Lender as respective amounts of such termination date, without the payment of any penalty, fee or premiumassumptions. A Lender shall not be required to make any such assignment 51334597.3 Third Amended and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.Restated Credit Agreement - Equinox

Replacement of a Lender. If a Lender (i“Affected Lender”) If (a) sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable Law and so notifies the Administrative Agent pursuant to Section 3.3, (c) is a Revolving Credit Declining Lender, or (d) is a Defaulting Lender, the Borrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender becomes under Section 3.3 (in the case of clause (b) above) or at any time prior to such Revolving Credit Declining Lender’s Termination Date (in the case of clause (c) above) or after it is reasonably determined by the Administrative Agent, and the Administrative Agent has notified the Borrower, that such Lender is a Defaulting Lender or (in the case of clause (d) above) (and such Lender has not ceased to be a Non-Consenting Defaulting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to notify the Administrative Agent and (if different) such Affected Lender that a Replacement Lender designated by the related Lender, (x) require Borrower in the notice has agreed to replace such Lender with respect to assign its Revolving Credit Commitment and delegateRevolving Credit Loans, without recourse provided that (in accordance with and i) any Replacement Lender shall be subject to the restrictions contained in Section 12.04), all approval of its respective interests, rights the Administrative Agent and obligations under this Agreement to an assignee that shall assume such obligations each Arranger (which assignee may approval shall not be another Lender if a Lender accepts such assignmentunreasonably withheld or delayed); provided that (Aii) any Replacement Lender shall not constitute a Defaulting Lender at the time of such replacement; (iii) any assignment to a Replacement Lender shall be subject to Section 13.3; and (iv) the Borrower shall have received paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the prior written consent Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Revolving Credit Commitment, Loans and interests in outstanding Facility Letters of Credit hereunder to the Administrative Agent Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 and shall receive, concurrently with respect to any assignee that is not already a Lender hereundersuch assignments, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by amounts payable to such LenderAffected Lender with respect to the Revolving Credit Facility, together with all accrued interest thereon and all accrued Fees, and (D) in including without limitation the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment aggregate outstanding principal amount of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance Loans held by such Lender as Affected Lender, all interest thereon to the date of the assignment, all accrued fees to the date of such termination date, without the assignment and any amounts payable under Section 3.4 with respect to any payment of any penalty, fee or premiumFixed Rate Loan resulting from such assignment. A Such Affected Lender shall not be required responsible for the payment to make any the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Replacement Lender. In the case of an assignment by a Revolving Credit Declining Lender under this Section 2.20, the Replacement Lender that is the assignee of the Revolving Credit Declining Lender shall agree at the time of such assignment to the extension to the Extension Date of the Revolving Credit Facility Termination Date with respect to the Revolving Credit Facility, which agreement shall be set forth in a written instrument delivered and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling satisfactory to the Borrower to require such assignment and delegation cease to existthe Administrative Agent.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, (iii) becomes a Defaulting Lender Nonconsenting Lender, or a Non-Consenting Lender(iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesthereon, and terminate such Lender’s Commitment within ninety (D90) in days after (w) receipt of such Lender’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.6.1 [Increased Costs, Etc.], (x) the case date such Lender has failed to fund Revolving Credit Loans because the making of any such assignment resulting from a Lender becoming a Non-Consenting Loans would contravene Law applicable to such Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate such Lender becomes a Nonconsenting Lender or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Term Loan of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement bank acceptable to the portion of the Advance held by such Lender as of such termination dateAgent; provided, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisefurther, the circumstances entitling remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Borrower foregoing, the Agent may only be replaced subject to require such assignment the requirements of Section 10.14 [Successor Agent] and delegation cease to existprovided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Lender. (i) If any Lender becomes (an “Affected Lender”) (a) makes a Defaulting demand upon the Borrower for amounts pursuant to Section 5.01 (and the payment of such amounts are, and are likely to continue to be, materially more onerous in the reasonable judgment of the Borrower than with respect to the other Lenders), (b) in connection with any proposed increase in the Borrowing Base pursuant to Section 2.07 refuses to consent to such increase, or (c) any Lender has not approved (or a Non-Consenting Lenderis not deemed to have approved) any amendment to, then or waiver of, the terms of this Agreement or any other Loan Document approved by Administrative Agent and Required Lenders, the Borrower may, at its sole expense and effortwithin 30 days of receipt by the Borrower of such demand or such non-consent or non-approval, upon not less than five as applicable, give notice (5a “Replacement Notice”) Business Days advance notice in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all of its Loans, Loan Commitments and/or Notes to an Eligible Assignee (a “Replacement Lender”) designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the Borrower and no Lender may be replaced pursuant to this Section 5.06 if (i) such replacement conflicts with any Governmental Requirements or regulation, (ii) any Event of Default (other than an Event of Default that has been waived by the Required Lenders) shall have occurred and be continuing at the time of such replacement, or (iii) prior to any such replacement, such Affected Lender shall have taken any necessary action under Section 5.04 (if differentapplicable) so as to eliminate the related continued need for payment of amounts owing pursuant to Section 5.01 or shall, if applicable, have waived its right to payment of the specific amounts that give rise or would give rise to such Replacement Notice (it being understood for sake of clarity that the Affected Lender shall be under no obligation to waive such rights to payment and that such Affected Lender, (x) require such Lender to assign and delegate, without recourse (if it is replaced in accordance with this Section 5.06, shall be entitled to be reimbursed for all breakage losses in connection with such replacement). If the Administrative Agent shall in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in writing that the Replacement Lender is satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is already a Lender or an Affiliate of a Lender or an Eligible Assignee), then such Affected Lender shall, subject to the restrictions contained payment of any amounts due pursuant to Section 5.02, assign, in accordance with Section 12.04), all of its respective interestsLoan Commitments, Loans, Notes (if any), and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the Replacement Notice to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)Replacement Lender; provided provided, however, that (A) the Borrower such assignment shall have received the prior written consent of the Administrative Agent with respect be without recourse, representation or warranty (other than that it has not previously transferred its interest) and shall be on terms and conditions reasonably satisfactory to any assignee that is not already a such Affected Lender hereunder, which consent shall not be unreasonably withheldand such Replacement Lender, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) purchase price paid by such assigning Replacement Lender shall have received payment be in the amount of an amount equal to all such Affected Lender’s Loans designated in the Replacement Notice, and/or its Percentage of outstanding Advances funded or maintained by such LenderReimbursement Obligations, as applicable, together with all accrued and unpaid interest thereon and fees in respect thereof, plus all accrued Feesother amounts (including the amounts demanded and unreimbursed under Section 5.01), and (DC) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, Borrower shall pay to the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Affected Lender and repay the Administrative Agent all Obligations of reasonable out-of-pocket expenses incurred by the Borrower owing to such Affected Lender relating to and 715347206 14464587 the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any Administrative Agent in connection with such assignment and delegation ifassumption (including the processing fees described in Section 12.04). If the Affected Lender fails to execute an Assignment and Assumption after five Business Days notice from the Administrative Agent, prior theretosuch failure to execute shall not impair the validity of the removal of the Affected Lender and the mandatory assignment of such Affected Lender’s Loan Commitments, as a result Loans, Notes (if any), and other rights and obligations under this Agreement and all of a waiver the Loan Documents and such assignment shall be effective without the execution of an Assignment and Assumption by the Affected Lender. If the Administrative Agent fails to notify the Borrower within 30 days of its receipt of such Replacement Notice that such Replacement Lender or otherwiseis satisfactory, then such Replacement Lender shall be deemed satisfactory to the Administrative Agent. Upon the effective date of an assignment described above, the circumstances entitling Replacement Lender shall become a “Lender” for all purposes under the Borrower to require such assignment and delegation cease to existLoan Documents.

Replacement of a Lender. Notwithstanding anything contained herein to the contrary, if (i) If any Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 8.2 (the “Affected Lender”), or (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions of this agreement that requires the consent of all of the Lenders, the consent of the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, or (iii) any Lender becomes a Defaulting Lender or a Lender, then, in the case of each such Affected Lender, Non-Consenting Lender or Defaulting Lender (each, a “Terminated Lender, then ”) the Borrower Borrowers may, at its sole expense and effort, upon not less than five (5) Business Days advance by giving written notice to the Administrative Agent and such Terminated Lender of its election to do so, elect to cause such Terminated Lender (if differentand such Terminated Lender hereby irrevocably agrees) the related Lender, (x) require such Lender to assign its outstanding Accommodations and delegateIndividual Commitments, without recourse if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of this Section 8.4 provided, however, that incumbent Lenders shall have the right to assume any such Accommodations and subject Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is not a Lender at the time that the Borrowers provided the afore-mentioned notice to the restrictions contained Administrative Agent. The Replacement Lender or Replacement Lenders shall, in Section 12.04the aggregate, advance all (but not part) of the Terminated Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Credit Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Credit Facility (but in no event shall any other Lender or the Administrative Agent be obliged to do so). With respect to such advance, all acquisition and assumption, the Pro Rata Share of such credit of each Replacement Lender and the Individual Commitments and the obligations of such Replacement Lender under the Credit Facility and the rights and obligations of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Credit Facility shall be increased by its respective interests, pro rata share (based on the relative Individual Commitments of the Replacement Lenders under the Credit Facility) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent each of the Administrative Agent with respect other Credit Documents to any assignee that is not already the extent they relate to the Credit Facility on a Lender hereunderdate mutually acceptable to the Replacement Lenders and the Borrowers. On such date, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any each of the Borrower, Replacement Lenders shall execute an instrument substantially in the Servicer or form of Schedule C hereto and shall extend to the Transferor, (C) Borrowers the Terminated Lender’s Pro Rata Share of such assigning credit and shall prepay to the Terminated Lender shall have received payment the Accommodations of an amount equal to all outstanding Advances funded or maintained by such Lenderthe Terminated Lender then outstanding, together with all interest accrued interest thereon and all accrued Feesother amounts owing to the Terminated Lender hereunder, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” in connection with the Credit Facility for purposes of this agreement and shall no longer have any obligations thereunder. In addition to the foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a Joinder Agreement (in the form set forth in Schedule C-2 hereto), which shall be executed and delivered by the Borrowers and the Administrative Agent, and (D) in each such Replacement Lender shall be bound by the case terms of any such assignment resulting from the Credit Documents as a Lender becoming Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Non-Consenting Replacement Lender, the applicable assignee shall have agreed to, and Schedule A hereto shall be sufficient (together with all other consenting Lenders) deemed to cause be amended to reflect the adoption of, the applicable consent, waiver amended or amendment of the Transaction Documents or (y) terminate the Commitment new Individual Commitments of such Lender and repay all Obligations of Replacement Lenders under the Borrower owing to such Lender relating Credit Facility pursuant to the portion of the Advance held by such Lender as respective amounts of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existassumptions.

Replacement of a Lender. (i) If any Lender becomes (an "Affected Lender") (a) makes a Defaulting Lender demand upon the Borrower for amounts pursuant to Section 9.14 (and the payment of such amounts are, and are likely to continue to be, materially more onerous in the reasonable judgment of the Borrower than with respect to the other Lenders) or a Non-Consenting Lender(b) in connection with any proposed increase in the Borrowing Base pursuant to Section 2.8, then refuses to consent to such increase in the Borrowing Base, the Borrower may, at its sole expense and effortwithin 30 days of receipt by the Borrower of such demand, upon not less than five give notice (5a "Replacement Notice") Business Days advance notice in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all of its Loans and Commitments to an Eligible Assignee (a "Replacement Lender") designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the Borrower and no Lender may be replaced pursuant to this Section 3.8 if (i) such replacement conflicts with any applicable law or regulation, (ii) any Event of Default shall have occurred and be continuing at the time of such replacement or (iii) prior to any such replacement, such Affected Lender shall have taken any necessary action under Section 9.14 (if differentapplicable) so as to eliminate the related continued need for payment of amounts owing pursuant to Section 9.14 or shall have waived its right to payment of the specific amounts that give rise or would give rise to such Replacement Notice (it being understood for sake of clarity that the Affected Lender shall be under no obligation to waive such rights to payment and that such Affected Lender, (x) require such Lender to assign and delegate, without recourse (if it is replaced in accordance with and subject this Section 3.8, shall be entitled to the restrictions contained be reimbursed for all breakage losses in Section 12.04connection with such replacement), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of . If the Administrative Agent with respect to any assignee that is not already a Lender hereundershall, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case exercise of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, its reasonable discretion and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment within 30 days of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.its receipt 38

Replacement of a Lender. If (i) If Borrower is required pursuant to Section 2.19 or 2.21 to make any additional payment to any Lender, (ii) any Lender becomes refuses to consent to a proposed amendment, modification, waiver, discharge or termination with respect to this Agreement that requires the consent of all Lenders (or all affected Lenders) pursuant to Section 10.2 and the same has been approved by the Required Lenders or all other affected Lenders, as applicable, or (iii) any Lender is a Defaulting Lender (any Lender described in clause (i), clause (ii) or a Non-Consenting clause (iii) being an "Affected Lender"), the Borrower may elect to replace the Revolving Commitment and/or Term Loans, as applicable, of such Affected Lender, then provided that no Event of Default shall have occurred and be continuing at the time of such termination or replacement, and provided further that, concurrently with such replacement, (y) another bank or other Person that is satisfactory to the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent shall agree, as of such date, to purchase for cash at par, the Revolving Credit Exposure and (if different) Term Loans of the related Lender, (x) require such Affected Lender pursuant to assign an Assignment and delegate, without recourse (in accordance with Acceptance and subject to the restrictions contained in Section 12.04), become a Lender for all of its respective interests, rights and obligations purposes under this Agreement and to an assignee that shall assume all obligations of the Affected Lender to be terminated as of such obligations date and to comply with the requirements of Section 10.4 applicable to assignments, and (which assignee may be another Lender if a Lender accepts such assignment); provided that (Az) the Borrower shall have received pay to such Affected Lender in immediately available funds on the prior written consent day of such replacement (A) all interest, fees and other amounts then accrued and unpaid that are owing to such Affected Lender by the Administrative Agent with respect Borrower hereunder to any assignee that is not already a and including the date of termination, including payments due to such Affected Lender hereunderunder Sections 2.19 and 2.21, which consent shall not be unreasonably withheld, and (B) the assignee shall not be an Affiliate of any of the Borroweramount, the Servicer or the Transferorif any, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall payment that would have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing been due to such Lender relating on the day of such replacement under Section 2.20 had the Loans of such Affected Lender been prepaid on such date rather than sold to the portion of replacement Lender, in each case to the Advance held extent not paid by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existpurchasing lender.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, (iii) becomes a Defaulting Lender Nonconsenting Lender, or a Non-Consenting Lender(iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderPaying Agent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all any fees accrued Feesunder Sections 2.3 or 2.9.2.1, and terminate such Lender’s Commitment within ninety (D90) in days after (w) receipt of such Lender’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.5.1 [Increased Costs, Etc.], (x) the case date such Lender has failed to fund Revolving Credit Loans because the making of any such assignment resulting from a Lender becoming a Non-Consenting Loans would contravene Law applicable to such Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate such Lender becomes a Nonconsenting Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement bank acceptable to the portion of the Advance held by such Lender as of such termination datePaying Agent; provided, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisefurther, the circumstances entitling remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Borrower foregoing, the Paying Agent may only be replaced subject to require such assignment the requirements of Section 10.14 [Successor Agents] and delegation cease to existprovided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Lender. If a Lender (i“Affected Lender”) If (a) sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2, 3.4 or 3.5, (b) determines that maintenance of any of its Eurodollar Loans at a suitable Lending Installation would violate any applicable Law or it is otherwise impossible for such Lender becomes a Defaulting Lender (or its Lending Installation) to make, maintain or fund its Eurodollar Loan and so notifies the Administrative Agent pursuant to Section 3.3 or (c) is a Non-Consenting Lender, then the Borrower may, may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent’s receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at its sole expense and effort, upon not less than five any time after the date that it is determined that such Lender is a Non-Consenting Lender (5in the case of clause (c) Business Days advance notice to above) notify the Administrative Agent and (if different) such Affected Lender that a Replacement Lender designated by the related Lender, (x) require Borrower in the notice has agreed to replace such Lender with respect to assign and delegateits outstanding Term Loans, without recourse provided that (in accordance with and i) any Replacement Lender shall be subject to the restrictions contained in Section 12.04), all approval of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations the Administrative Agent (which assignee may approval shall not be another Lender if a Lender accepts such assignmentunreasonably withheld or delayed); provided that (Aii) any assignment to a Replacement Lender shall be subject to Section 13.3; and (iii) the Borrower shall have received paid any amounts due pursuant to Section 3.1, 3.2, 3.4 or 3.5 to the prior written consent of Affected Lender to be replaced on or before such replacement. The Affected Lender to be replaced shall assign, as applicable, its Term Loans hereunder to the Administrative Agent Replacement Lender pursuant to the procedures for assignments contained in Section 13.3 and shall receive, concurrently with respect to any assignee that is not already a Lender hereundersuch assignments, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained amounts payable to such Affected Lender with respect to the aggregate outstanding principal amount of the Loans held by such Affected Lender, together with all interest thereon to the date of the assignment, all accrued interest thereon fees to the date of such assignment and all accrued Feesany amounts payable under Section 3.4 with respect to any payment of any Eurodollar Loan resulting from such assignment. Such Affected Lender shall not be responsible for the payment to the Administrative Agent of the fee provided for in Section 13.3.2, and (D) in which fee shall be paid by such Replacement Lender. In the case of any such an assignment resulting from a Lender becoming by a Non-Consenting LenderLender under this Section 2.20, the applicable Replacement Lender that is the assignee of the Non-Consenting Lender shall have agreed agree at the time of such assignment to the amendment, consent or waiver which such Non-Consenting Lender has not consented to, and which agreement shall be sufficient (together with all other consenting Lenders) set forth in a written instrument delivered and satisfactory to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to and the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existAdministrative Agent.

Replacement of a Lender. If a Lender claims additional compensation or reduced amount pursuant to Section 3.9 or determines that its ability to make LIBOR Advances hereunder is suspended pursuant to Section 3.1.8 (any such Lender, a "Subject Lender"), so long as (i) If any Lender becomes no Default or Event of Default shall have occurred and be continuing and Borrowers have obtained a Defaulting commitment from another Lender or other Person acceptable to Agent to purchase at par the Subject Lender's Loans and assume the Subject Lender's Revolving Loan Commitment and all other obligations of the Subject Lender hereunder, (ii) such Lender is not the issuer or an Affiliate of the issuer of any Letters of Credit or LC Guaranties outstanding (unless all such Letters of Credit and LC Guaranties are terminated or arrangements acceptable to such Lender (such as cash collateral or a Non"back-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5to-back" letter of credit) Business Days advance notice to the Administrative Agent are made) and (iii), if different) applicable, the related LenderSubject Lender is unwilling to withdraw the claim made pursuant to Section 3.9, (x) Borrowers may require such the Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interestsLoans and Revolving Loan Commitment to such other Lender, rights and obligations under this Agreement Lenders, other Person or other Persons pursuant to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)the provisions of Section 11.9; provided that that, prior to or concurrently with such replacement, (A1) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under Section 3.9 (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 11.9.1 shall have been paid to Agent and (3) all of the requirements for such assignment contained in Section 11.9.1, including, without limitation, the consent of Agent and the receipt by Agent of an amount equal to all outstanding Advances funded or maintained by such Lenderexecuted Assignment Agreement and other supporting documents, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existbeen fulfilled.

Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that any Lender (any such Lender being a "Defaulting Lender") defaults (a "Funding Default") in its obligation to fund its participation in any Letter of Credit (a "Defaulted Participation") or to fund any Loan (a "Defaulted Loan") in accordance with the terms of this Agreement, then (i) If during any Lender becomes a Default Period (as defined below) with respect to such Defaulting Lender, such Defaulting Lender shall not be deemed a "Lender" for purposes of voting on any matters (including the granting of any consents or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5waivers) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee of the Loan Documents (provided, however, that is not already nothing in this clause (i) shall be construed as permitting, without the consent of the relevant Defaulting Lender, a reduction in the principal amount of such Defaulting Lender's funded Loans or other outstanding funded Obligations, an increase in the amount of such Lender's Tranche A Commitment or Tranche B Commitment or participation in any Letters of Credit, a reduction or postponement of the due date of any amount funded by such Defaulting Lender hereunderand payable in respect of any Letter of Credit, which consent shall not be unreasonably withheldan extension of the expiration date of any Letter of Credit beyond the Stated Maturity Date, or an extension of the Termination Date), (Bii) to the assignee shall not be an Affiliate of any of extent permitted by applicable law, until such time as the Borrower, the Servicer or the Transferor, Default Excess (Cas defined below) with respect to such assigning Defaulting Lender shall have received been reduced to zero, any payment of an amount equal amounts with respect to all outstanding Advances funded the Loans and any payment or maintained by such Lender, together reimbursement of amounts with all accrued interest thereon and all accrued Fees, and (D) in the case respect to a drawing under a Letter of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and Credit shall be sufficient applied first, to amounts funded by Agents, Issuing Lenders or other Lenders (together with all unpaid interest accrued thereon) in lieu of such amounts required to be funded by Defaulting Lenders and second, to the Loans or Letter of Credit participations, as the case may be, of other consenting Lenders (other than any other Defaulting Lenders) to cause as if such Defaulting Lender (and any other Defaulting Lenders) had no Loans outstanding and the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Loan Exposure of such Defaulting Lender were zero, (iii) such Defaulting Lender's Tranche A Commitment, Tranche A Loans and repay all Obligations Pro Rata Shares with respect thereto shall be excluded for purposes of calculating the Borrower owing commitment fee in respect of any day during any Default Period with respect to such Lender relating to Defaulting Lender, such Defaulting Lender's Commitments, Loans and Pro Rata Shares with respect thereto shall be excluded for purposes of calculating the portion letter of the Advance held by such Lender as of such termination date, without the payment credit fees under subsection 3.2 in respect of any penaltyday during any Default Period with respect to such Defaulting Lender, fee or premium. A and such Defaulting Lender shall not be required entitled to make receive any such assignment commitment fee or letter of credit fee with respect to such Defaulting Lender's Commitments in respect of any Default Period with respect to such Defaulting Lender, and delegation if, prior thereto, (iv) the Total Utilization of Tranche A Commitments and the Total Utilization of Tranche B Commitments as a result at any date of a waiver by determination shall be calculated as if such Defaulting Lender or otherwise, the circumstances entitling the Borrower to require had funded all Defaulted Loans of such assignment and delegation cease to existDefaulting Lender.

Replacement of a Lender. (i) If any Lender becomes requests compensation under Section 5.8 [Increased Costs], or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes] and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.6(c), or if any Lender is a Defaulting Lender or a Non-Non- Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to such Lender and the Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.0412.9 [Successors and Assigns]), all of its respective interests, rights (other than its existing rights to payments pursuant to Section 5.8 [Increased Cost] or Section 5.9 [Taxes]) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender Lender, if a Lender accepts such assignment); provided that that: (Ai) the Borrower shall have received the prior written consent of paid to the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, the assignment fee (Bif any) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, specified in Section 12.9 [Successors and Assigns]; (Cii) such assigning Lender shall have received payment of an amount equal to all the outstanding Advances funded or maintained by such Lenderprincipal of its Loans and participations in Letter of Credit Borrowings, together with all accrued interest thereon thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued Fees, interest and fees) or the Borrower (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.amounts);

Replacement of a Lender. If(a) a Lender sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2 or 3.5, (b) a Lender determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable Law and so notifies the Administrative Agent pursuant toSection 3.3, or (c) a Lender is a Declining Lender under Section 2.17, theBorrower may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent's receipt of the notice from such Lender under Section 3.3 (in the case of clause (b)above) or at any time prior to the expiration or termination of such DecliningLender's Commitment (in the case of clause (c) above) notify the AdministrativeAgent and such Lender that an Additional Lender designated by the Borrower inthe notice has agreed to replace such lender, provided that (i) If any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice shalldeliver satisfactory evidence to the Administrative Agent, at least fifteen Business Days prior to such replacement, that any proposed Additional Lender that is a New Lender is a Qualified Bank, and the Administrative Agent shall have approved such New Lender (which approval shall not be unreasonably withheld) and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (Aii) the Borrower shall have received paid any amounts due pursuant to Section 3.1, 3.2 or 3.5 to the prior written consent Lender to be replaced on or before such replacement. The Lender to be replaced shall assign all of its Commitments and Loans and interests in outstanding Facility Letters of Credit hereunder to the Administrative Agent Additional Lender pursuant to the procedures for assignments contained in Section 13.3 and shall receive, concurrently with respect to any assignee that is not already a Lender hereundersuch assignments, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained amounts payable to such assigning Lender hereunder, including without limitation the aggregate outstanding principal amount of the Loans held by such Lender, together with all interest thereon to the date of the assignment, all accrued interest thereon and all accrued Fees, and (D) in fees to the case date of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together any amounts payable under Section 3.4 with all other consenting Lenders) respect to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the any payment of any penalty, fee or premiumFixed Rate Loan resulting from such assignment. A Such assigning Lender shall not be required responsible for the payment to make any the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Additional Lender. In the case of an assignment by a Declining Lender under this Section 2.20, the Additional Lender that is the assignee of the Declining Lender shall agree at the time of such assignment to the extension to the applicable Extension Date of the Commitment assigned to it, which agreement shall be set forth in a written instrument delivered and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling satisfactory to the Borrower to require such assignment and delegation cease to existthe Administrative Agent.

Replacement of a Lender. If the Borrowers are required pursuant to Section 3.1, Section 3.2, or Section 3.5 to make any additional payment to any Lender or if any Lender's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender so affected an "Affected Lender"), the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (a) another bank or other entity which is reasonably satisfactory to the Borrowers and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments and (b) the Borrowers shall pay to such Affected Lender in same day funds on the day of such replacement (i) If any all interest, fees, and other amounts then accrued but unpaid to such Affected Lender becomes a Defaulting by the Borrowers hereunder to and including the date of termination, including, without limitation, payments due to such Affected Lender or a Non-Consenting Lenderunder Section 3.1, then the Borrower maySection 3.2, at its sole expense and effortSection 3.5 and (ii) an amount, upon not less than five (5) Business Days advance notice if any, equal to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (payment which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall would have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing been due to such Lender relating on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existreplacement Lender.

Replacement of a Lender. (i) If any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender is a Defaulting Lender, a Lender becomes a Defaulting Lender an Affected Lender, Company is required to pay any additional amounts under subsection 2.7 or a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, then modification or waiver of this Agreement that, pursuant to subsection 10.6, either (i) requires consent of 100% of the Borrower mayLenders or 100% of the Lenders with Obligations directly affected or (ii) requires consent of Requisite Lenders, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related any such Lender, a “Subject Lender”), so long as (x1) require Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (2) such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to is not an assignee that shall assume such obligations (which assignee may be another Issuing Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (3), if applicable, the Subject Lender is not already a unwilling or unable to withdraw the notice delivered to Company pursuant to subsection 2.8, Company may require the Subject Lender hereunderto assign all of its Loans and Commitments to such other Lender, which consent shall not be unreasonably withheldLenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (A) Company has paid to the Lender giving such notice all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) through such date of replacement, (B) the assignee processing fee required to be paid by subsection 10.1B(i) shall not be an Affiliate of any of the Borrower, the Servicer or the Transferorhave been paid to Administrative Agent, (C) all of the requirements for such assigning Lender shall assignment contained in subsection 10.1B have received payment been fulfilled, including, the consent of Administrative Agent and, with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender, and the receipt by Administrative Agent of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon executed Assignment Agreement and all accrued Feesother supporting documents, and (D) in the case of any event such assignment resulting from a Subject Lender becoming is a Non-Consenting Lender, the applicable each assignee shall have agreed toconsent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and shall be sufficient Company requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. Each Lender and each Issuing Bank hereby grants to Administrative Agent an irrevocable power of attorney (together which power is coupled with all other consenting Lendersan interest) to cause the adoption ofexecute and deliver, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment on behalf of such Lender or such Issuing Bank, as the case may be, as assignor, any Assignment Agreement necessary to effectuate any assignment of such Lender’s or such Issuing Bank’s interests hereunder in the circumstances contemplated by this subsection 2.10. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders) the Loans and repay all Obligations Commitments of the Borrower owing to such Non-Consenting Lender relating that are subject to the portion of assignments required by this subsection 2.10 shall include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required refused to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existprovide its consent.

Replacement of a Lender. If (ia) If any Lender becomes demands compensation under Section 4.7.3 or Section 4.7.4 (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7.1 or Section 4.7.2, (c) any Lender is a Defaulting Lender or a Non-Consenting Lender, then or (d) any amount payable to any Lender by a Borrower established in France under this Agreement is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Lending Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at its sole the Parent Borrower’s expense and effort(or at the expense of a Defaulting Lender whose representation contained in clause (iii) of Section 2.1.3 proves to be false), upon not less than five (5) Business Days advance notice one or more other Lenders or, with the consent of the Administrative Agent, one or more replacement financial institutions reasonably satisfactory to the Administrative Agent and (if differentnot already a Lender) the related and willing to replace such Lender, (x) require and such Lender shall execute and deliver to assign such replacement Lender an Assignment and delegate, without recourse (in accordance Assumption with and subject respect to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations such Lender’s entire interest under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of for an amount equal to the principal balance of all outstanding Advances funded or maintained Loans and L/C Obligations held by such Lender, together with the affected Lender and all accrued interest thereon and all accrued Feesfees with respect thereto through the date of such assignment, and provided that (Di) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver that demands compensation under Section 4.7.3 or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender Section 4.7.4 shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment and delegation pursuant to clause (a) above cease to existapply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment, (iii) such assignment will result in a reduction in such compensation and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.8.2, such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7.6 to replace a Lender (other than a Defaulting Lender), the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.8.2.

Replacement of a Lender. If (ia) If a Lender sustains or incurs a loss or expense or reduction of income and requests reimbursement therefor from the Borrower pursuant to Section 3.1, 3.2 or 3.5, (b) a Lender determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable Law and so notifies the Administrative Agent pursuant to Section 3.3, or (c) a Lender becomes is a Defaulting Lender or a Non-Consenting Declining Lender, then the Borrower may, may within ninety (90) days after the date on which the Borrower receives such request (in the case of clause (a) above) or after the date on which the Administrative Agent gives the Borrower notice of the Administrative Agent's receipt of the notice from such Lender under Section 3.3 (in the case of clause (b) above) or at its sole expense and effort, upon not less than five any time prior to such Declining Lender's Termination Date (5in the case of clause (c) Business Days advance notice to above) notify the Administrative Agent and (if different) such Lender that an Additional Lender designated by the related Borrower in the notice has agreed to replace such Lender, provided that (xi) require such any New Lender to assign and delegate, without recourse (in accordance with and shall be subject to the restrictions contained in Section 12.04), all approval of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations the Administrative Agent (which assignee may approval shall not be another Lender if a Lender accepts such assignment); provided that unreasonably withheld) and (Aii) the Borrower shall have received paid any amounts due pursuant to Section 3.1, 3.2 or 3.5 to the prior written consent Lender to be replaced on or before such replacement. The Lender to be replaced shall assign all of its Commitments and Loans and interests in outstanding Facility Letters of Credit hereunder to the Administrative Agent Additional Lender pursuant to the procedures for assignments contained in Section 13.3 and shall receive, concurrently with respect to any assignee that is not already a Lender hereundersuch assignments, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained amounts payable to such assigning Lender hereunder, including without limitation the aggregate outstanding principal amount of the Loans held by such Lender, together with all interest thereon to the date of the assignment, all accrued interest thereon and all accrued Fees, and (D) in fees to the case date of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together any amounts payable under Section 3.4 with all other consenting Lenders) respect to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the any payment of any penalty, fee or premiumFixed Rate Loan resulting from such assignment. A Such assigning Lender shall not be required responsible for the payment to make any the Administrative Agent of the fee provided for in Section 13.3.2, which fee shall be paid by such Additional Lender. In the case of an assignment by a Declining Lender under this Section 2.20, the Additional Lender that is the assignee of the Declining Lender shall agree at the time of such assignment to the extension to the applicable Extension Date of the Commitment assigned to it, which agreement shall be set forth in a written instrument delivered and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling satisfactory to the Borrower to require such assignment and delegation cease to existthe Administrative Agent.

Replacement of a Lender. If Borrower receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a "Non-Consenting Lender") refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders (and such amendment, modification or waiver shall have been approved by Requisite Lenders) or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a "Subject Lender"), so long as (i) If any Lender becomes no Event of Default shall have occurred and be continuing and Borrower has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Borrower pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including an amount equal to the amount of its LC Facility Certificates of Deposit and its Credit-Linked Deposit (if any) and all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i), if applicable, shall have been paid to Administrative Agent by Borrower, and (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being granted hereby an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Subject Lender as assignor, any Assignment Agreement necessary to effectuate any assignment of such Subject Lender’s interests hereunder in the circumstances contemplated by this subsection 2.9) and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Borrower also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. Alternatively, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion assignments required by this subsection 2.9 may, at the option of Borrower, include only those Loans and Commitments that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as refused to provide its consent. Without the consent of such termination dateAdministrative Agent, without (I) the payment LC Facility Certificate of Deposit funded by any penalty, fee or premium. A LC Facility Lender shall not be required released in connection with any assignment of its LC Facility Commitment, but shall instead be purchased by the relevant assignee and continue to make be held for application (if not already applied) pursuant to subsections 3.3B(ii) and 3.3C(i)(b) in respect of such assignee’s obligations under the LC Facility Commitment assigned to it and (II) the Credit-Linked Deposit funded by any Synthetic Letter of Credit Lender shall not be released in connection with any assignment of its Synthetic Letter of Credit Commitment, but shall instead be purchased by the relevant assignee and continue to be held for application (if not already applied) pursuant to subsections 3.3B(iii) and 3.3C(i)(c) in respect of such assignment and delegation if, prior thereto, as a result assignee’s obligations under the Synthetic Letter of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Credit Commitment assigned to require such assignment and delegation cease to existit.

Replacement of a Lender. Subject to the second and third paragraphs of this Section 11.5, if: (i) If any a Lender requests compensation under Sections 11.1(a) and (b) or Section 11.4 and other Lenders holding Commitments equal to at least one-third of the Total Commitments shall not have made a similar request; (ii) reserved; (iii) the obligation of a Lender to make Eurocurrency Loans or SOFR Loans or to Convert Base Rate Loans into SOFR Loans shall be suspended pursuant to Section 11.6 in circumstances in which such obligations of other Lenders holding Commitments equal to at least one-third of all Commitments shall not have been suspended; (iv) a Lender becomes a Defaulting Lender; or (v) any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent becomes a Non-Consenting Lender, then the Borrower may, at its sole expense so long as such condition occurs and effort, upon not less than five (5) Business Days advance notice to is continuing the Administrative Agent and (if differenti) the related Lender, (x) require may replace such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04“Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of AGCO, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by AGCO (the “Replacement Lender”), by having such Affected Lender sell and assign all of its respective interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another the Replacement Lender if a Lender accepts such assignment)pursuant to Section 10.6; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (Di) in the case of any such assignment resulting from a claim for compensation under Section 11.1 or payments required to be made pursuant to Section 11.4, such assignment will result in a reduction in such compensation or payments thereafter, (ii) in case of any such assignment resulting from the suspension of the obligation of a Lender to make Eurocurrency Loans or SOFR Loans or to Convert Base Rate Loans into SOFR Loans pursuant to Section 11.6, such assignment will result in the revocation of such suspension, (iii) such assignment does not conflict with Applicable Law, and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee Replacement Lender shall have agreed to, and shall be sufficient (together with all other consenting Lenders) consented to cause the adoption of, the applicable consentamendment, waiver or amendment consent; provided, however, that neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement Lender for the Borrowers (it being expressly agreed that in such circumstances it AGCO’s obligation to identify or locate a Replacement Lender). Upon receipt by any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or AGCO is exercising the replacement right set forth in this Section, such Affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Loan Documents to the Replacement Lender pursuant to an Assignment and Assumption and Section 10.6 for a purchase price equal to the sum of the Transaction Documents or (y) terminate the Commitment principal amount of such Lender Affected Lender’s Loans so sold and repay assigned, all Obligations accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination assignment date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (a) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (b) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (c) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (d) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Company also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existCommitments.

Replacement of a Lender. If (ia) If any Lender becomes demands compensation under Section 4.7.3 or Section 4.7.4 (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7.1 or Section 4.7.2 or (c) any Lender is a Defaulting Lender, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower’s expense (or at the expense of a Defaulting Lender whose representation contained in clause (iii) of Section 2.1.3 proves to be false), one or a Non-Consenting Lendermore other Lenders or, then with the Borrower mayconsent of the Administrative Agent, at its sole expense and effort, upon not less than five (5) Business Days advance notice one or more replacement financial institutions reasonably satisfactory to the Administrative Agent and (if differentnot already a Lender) the related and willing to replace such Lender, (x) require and such Lender shall execute and deliver to assign such replacement Lender an Assignment and delegate, without recourse (in accordance Assumption with and subject respect to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations such Lender’s entire interest under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of for an amount equal to the principal balance of all outstanding Advances funded or maintained Loans and L/C Obligations held by such Lender, together with the affected Lender and all accrued interest thereon and all accrued Feesfees with respect thereto through the date of such assignment, and provided that (Di) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver that demands compensation under Section 4.7.3 or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender Section 4.7.4 shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment and delegation pursuant to clause (a) above cease to existapply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment and (iii) such assignment will result in a reduction in such compensation. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.8.2 hereof, such replacement Lender shall succeed to all of such Lender’s rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7.6 to replace a Lender, the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.8.2.

Replacement of a Lender. If Borrower is obligated to pay to any Lender any additional amount under Sections 2.6 hereof or if a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 8.6, requires consent of one hundred percent (100%) of the Lenders or one hundred percent (100%) of the Lenders with Obligations directly affected (any such Lender, a “Subject Lender”), then so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Borrower has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume all other obligations of the Subject Lender hereunder, and (ii) if applicable, the Subject Lender is unwilling to withdraw its request for payment of any additional amount under Sections 2.6 hereof and/or is unwilling to remedy its default upon ten (10) days’ prior written notice to the Subject Lender, Borrower may require the Subject Lender to assign all of its Loans to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Section 8.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest and other amounts (including all amounts under Sections 2.6 hereof (if applicable) through such date of replacement and a release from its obligations under this Agreement, (2) all of the requirements for such assignment contained in Section 8.1B have been fulfilled, and (3) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existassign its Loans.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (ia “Non-Consenting Lender”) If any refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsections 2.1A(v) and 3.6) that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a Defaulting “Subject Lender”), so long as such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made), Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments, and (5) Requisite Lenders or Requisite Class Lenders, as the applicable assignee case may be, shall have agreed toapproved such amendment, modification or waiver of this Agreement. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), Company may, with prior consent from Administrative Agent (such consent not to be unreasonably withheld or delayed), require such Non-Consenting Lender to assign only those Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all that constitute the Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender refused to provide its consent. Table of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.Contents

Replacement of a Lender. If (ia) If any Lender becomes demands compensation under Section 4.7.3 or Section 4.7.4 (which compensation is not demanded by all of the Lenders of the same Class) and the Parent Borrower deems such additional amounts to be material, (b) the obligation of any Lender to make or maintain any Loan is suspended under Section 4.7.1 or Section 4.7.2 or (c) any Lender is a Defaulting Lender, then, in each case, the Parent Borrower may, so long as no Default or Event of Default has occurred and is continuing, obtain, at the Parent Borrower's expense (or at the expense of a Defaulting Lender whose representation contained in clause (iii) of Section 2.1.3 proves to be false), one or a Non-Consenting Lendermore other Lenders or, then with the Borrower mayconsent of the Administrative Agent, at its sole expense and effort, upon not less than five (5) Business Days advance notice one or more replacement financial institutions reasonably satisfactory to the Administrative Agent and (if differentnot already a Lender) the related and willing to replace such Lender, (x) require and such Lender shall execute and deliver to assign such replacement Lender an Assignment and delegate, without recourse (in accordance Assumption with and subject respect to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations such Lender's entire interest under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of for an amount equal to the principal balance of all outstanding Advances funded or maintained Loans and L/C Obligations held by such Lender, together with the affected Lender and all accrued interest thereon and all accrued Feesfees with respect thereto through the date of such assignment, and provided that (Di) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver that demands compensation under Section 4.7.3 or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender Section 4.7.4 shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Parent Borrower to require such assignment and delegation pursuant to clause (a) above cease to existapply, (ii) the Parent Borrower shall have paid to such affected Lender the compensation that it is entitled to receive under Section 4.7 through the date of such assignment and (iii) such assignment will result in a reduction in such compensation. Upon the execution by such replacement Lender of such Assignment and Assumption and compliance with the requirements of Section 13.8.2 hereof, such replacement Lender shall succeed to all of such Lender's rights and duties under this Agreement. If the Parent Borrower exercises its election under this Section 4.7.6 to replace a Lender, the Parent Borrower shall pay the registration and processing fee payable to the Administrative Agent under Section 13.8.2.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, and (ii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Loans of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of assignments required by this subsection 2.9 shall include only those Loans that constitute the Advance held Obligations directly affected by the amendment, modification or waiver to which such Non-Consenting Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required refused to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existprovide its consent.

Replacement of a Lender. (i) If any Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender claiming compensation or reimbursement pursuant to subsection 2.7A or 2.7B, a Revolving Lender becomes a Defaulting Lender, a Lender or (a “Non-Consenting Lender”) refuses to consent to an amendment, then modification or waiver of this Agreement (other than a consent to participate in the Borrower mayextensions of credit provided for in subsection 2.10) that, at its sole expense and effort(1) pursuant to subsection 10.6, upon not less requires consent of 100% of the Lenders (other than five Defaulting Lenders) or 100% of the Lenders (5other than Defaulting Lenders) Business Days advance notice to the Administrative Agent with Obligations directly affected and (if different2) the related Requisite Lenders have otherwise consented to or a Lender becomes an Affected Lender, (xany such Lender, a “Subject Lender”), so long as (i) require no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee (none of whom shall constitute a Defaulting Lender at the time of such replacement) to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to is not an assignee that shall assume such obligations (which assignee may be another Issuing Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten (10) days prior written notice to the Subject Lender and Administrative Agent, or if any amount payable to any Lender by a Borrower or a Foreign Obligor established in France under a Loan Document is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that is not already Borrower or Foreign Obligor by reason of that amount being (i) paid or accrued to a Lender hereunderincorporated, which consent shall not be unreasonably withhelddomiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of a Lender in a financial institution situated in a Non-Cooperative Jurisdiction, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (B1) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable) and all amounts under subsection 10.1B with respect to any deficiencies owed by any Subject Lender that is a Defaulting Lender) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an amount equal executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to all outstanding Advances funded or maintained by execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, together with all accrued interest thereon and all accrued Feeshave been fulfilled, and (D4) in the case of any such assignment resulting from the claim for compensation under subsection 2.7A or payments required to be made under subsection 2.7B, such assignment will result in a reduction in such compensation or payments thereafter, and (5) such assignment does not conflict with applicable laws and (6) in the event such Subject Lender becoming is a Non-Consenting Lender, the applicable each assignee shall have agreed toconsent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender and shall be sufficient Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders (together with all other consenting than Defaulting Lenders) to cause with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the adoption ofconsent of 100% of all Lenders (other than Defaulting Lenders)), the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Loans and Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of the Advance held assignments required by such Lender as this subsection 2.9 shall include all Loans and Commitments of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existNon-Consenting Lender.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or a Non-Consenting an Eligible Assignee to purchase at par the Subject Lender, then ’s Loans and assume the Borrower may, at its sole expense Subject Lender’s Commitments and effort, upon not less than five (5) Business Days advance notice to all other obligations of the Administrative Agent and (if different) the related LenderSubject Lender hereunder, (xii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another is not Issuing Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is not already a unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender hereunderand Administrative Agent, which consent shall not be unreasonably withheldCompany may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (B1) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of an amount equal all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a 42 Credit Agreement release from its obligations under the Loan Documents, (2) the processing fee required to all outstanding Advances funded or maintained be paid by such Lender, together with all accrued interest thereon and all accrued Feessubsection 10.1B(i) shall have been paid to Administrative Agent, and (D3) in all of the case of any requirements for such assignment resulting from a Lender becoming a Non-Consenting Lendercontained in subsection 10.1B, including, without limitation, the applicable assignee shall consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existbeen fulfilled.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a "NON-CONSENTING LENDER") refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a "SUBJECT LENDER"), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Company also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existCommitments.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (ia “Non-Consenting Lender”) If any refuses to consent to an amendment, modification or waiver of this Agreement (other than a consent to participate in the extensions of credit provided for in subsections 2.1A(v) and 3.6) that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a Defaulting “Subject Lender”), so long as such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made), Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments, and (5) Requisite Lenders or Requisite Class Lenders, as the applicable assignee case may be, shall have agreed toapproved such amendment, modification or waiver of this Agreement. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), Company may, with prior consent from Administrative Agent (such consent not to be unreasonably withheld or delayed), require such Non-Consenting Lender to assign only those Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all that constitute the Obligations of directly affected by the Borrower owing amendment, modification or waiver to which such Non-Consenting Lender relating refused to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existprovide its consent.

Replacement of a Lender. (i) If any Lender becomes (an “Affected Lender”) (a) makes a Defaulting demand upon the Borrower for amounts pursuant to Section 5.01 (and the payment of such amounts are, and are likely to continue to be, materially more onerous in the reasonable judgment of the Borrower than with respect to the other Lenders), (b) in connection with any proposed increase in the Borrowing Base pursuant to Section 2.07 refuses to consent to such increase, or (c) any Lender has not approved (or a Non-Consenting Lenderis not deemed to have approved) any amendment to, then or waiver of, the terms of this Agreement or any other Loan Document approved by Administrative Agent and Required Lenders, the Borrower may, at its sole expense and effortwithin 30 days of receipt by the Borrower of such demand or such non-consent or non-approval, upon not less than five as applicable, give notice (5a “Replacement Notice”) Business Days advance notice in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all of its Loans, Loan Commitments and/or Notes to an Eligible Assignee (a “Replacement Lender”) designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the Borrower and no Lender may be replaced pursuant to this Section 5.06 if (i) such replacement conflicts with any Governmental Requirements or regulation, (ii) any Event of Default (other than an Event of Default that has been waived by the Required Lenders) shall have occurred and be continuing at the time of such replacement, or (iii) prior to any such replacement, such Affected Lender shall have taken any necessary action under Section 5.04 (if differentapplicable) so as to eliminate the related continued need for payment of amounts owing pursuant to Section 5.01 or shall, if applicable, have waived its right to payment of the specific amounts that give rise or would give rise to such Replacement Notice (it being understood for sake of clarity that the Affected Lender shall be under no obligation to waive such rights to payment and that such Affected Lender, (x) require such Lender to assign and delegate, without recourse (if it is replaced in accordance with this Section 5.06, shall be entitled to be reimbursed for all breakage losses in connection with such replacement). If the Administrative Agent shall in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in writing that the Replacement Lender is satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is already a Lender or an Affiliate of a Lender or an Eligible Assignee), then such Affected Lender shall, subject to the restrictions contained payment of any amounts due pursuant to Section 5.02, assign, in accordance with Section 12.04), all of its respective interestsLoan Commitments, Loans, Notes (if any), and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the Replacement Notice to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)Replacement Lender; provided provided, however, that (A) the Borrower such assignment shall have received the prior written consent of the Administrative Agent with respect be without recourse, representation or warranty (other than that it has not previously transferred its interest) and shall be on terms and conditions reasonably satisfactory to any assignee that is not already a such Affected Lender hereunder, which consent shall not be unreasonably withheldand such Replacement Lender, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) purchase price paid by such assigning Replacement Lender shall have received payment be in the amount of an amount equal to all such Affected Lender’s Loans designated in the Replacement Notice, and/or its Percentage of outstanding Advances funded or maintained by such LenderReimbursement Obligations, as applicable, together with all accrued and unpaid interest thereon and fees in respect thereof, plus all accrued Feesother amounts (including the amounts demanded and unreimbursed under Section 5.01), and (DC) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, Borrower shall pay to the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Affected Lender and repay the Administrative Agent all Obligations of reasonable out-of-pocket expenses incurred by the Borrower owing to such Affected Lender relating to and the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any Administrative Agent in connection with such assignment and delegation ifassumption (including the processing fees described in Section 12.04). If the Affected Lender fails to execute an Assignment and Assumption after five Business Days notice from the Administrative Agent, prior theretosuch failure to execute shall not impair the validity of the removal of the Affected Lender and the mandatory assignment of such Affected Lender’s Loan Commitments, as a result Loans, Notes (if any), and other rights and obligations under this Agreement and all of a waiver the Loan Documents and such assignment shall be effective without the execution of an Assignment and Assumption by the Affected Lender. If the Administrative Agent fails to notify the Borrower within 30 days of its receipt of such Replacement Notice that such Replacement Lender or otherwiseis satisfactory, then such Replacement Lender shall be deemed satisfactory to the Administrative Agent. Upon the effective date of an assignment described above, the circumstances entitling Replacement Lender shall become a “Lender” for all purposes under the Borrower to require such assignment and delegation cease to existLoan Documents.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 4.4(b) [Illegality], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender becomes or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (iii) is a Defaulting Lender or has been a Defaulting Lender three or more times within a consecutive six month period, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), (v) fails or declines to extend its Commitment pursuant to an extension otherwise approved pursuant to Section 2.14 [Extension of Expiration Date], or (vi) is a Non-Consenting LenderLender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its sole expense and effortexpense, upon not less than five (5) Business Days advance notice to such Lender and the Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.0411.8 [Successors and Assigns]), all of its respective interests, rights (other than existing rights to payments pursuant to Section 5.8 [Increased Costs] or 5.9 [Taxes]) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender Lender, if a Lender accepts such assignment); , provided that that: (Ai) the Borrower shall have received the prior written consent of paid to the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer assignment fee specified in Section 11.8 [Successors and Assigns] or the Transferor, Administrative Agent has agreed to waive such fee; (Cii) such assigning Lender shall have received payment of an amount equal to all the outstanding Advances funded or maintained by such Lenderprincipal of its Loans and Participation Advances, together with all accrued interest thereon thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued Fees, interest and fees) or the Borrower (Din the case of all other amounts); (iii) in the case of any such assignment resulting from a Lender becoming claim for compensation under Section 5.8(a) [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a Non-Consenting Lender, the reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable assignee shall have agreed to, and shall be sufficient Law. (together with all other consenting Lendersv) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existapply.

Replacement of a Lender. In the event any Lender (i) If gives notice under [LIBO-Rate Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, or (iii) becomes a Defaulting Lender or a Non-Consenting Lendersubject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, (B) to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesthereon, and terminate such Lender's Commitment within ninety (D90) in the case days after (x) receipt of any such assignment resulting from a Lender becoming a NonLender's notice under Section 3.04 [LIBO-Consenting LenderRate Unascertainable, the applicable assignee shall have agreed toEtc.] or Section 4.06(a) [Increased Costs, and shall be sufficient (together with all other consenting Lenders) to cause the adoption ofEtc.], the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement bank acceptable to the portion of the Advance held by such Lender as of such termination dateAgent; provided, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisefurther, the circumstances entitling remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Borrower foregoing, the Agent may only be replaced subject to require such assignment the requirements of Section 9.14 [Successor Agent] and delegation cease to existprovided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes a Defaulting Lender no Potential Event of Default or Event of Default shall have occurred and be continuing (provided that such condition shall not apply to a Non-Consenting Lender, then ) and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Borrower may, at its sole expense Subject Lender’s Loans and effort, upon not less than five (5) Business Days advance notice to assume the Administrative Agent Subject Lender’s Commitments and (if different) all other obligations of the related LenderSubject Lender hereunder, (xii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another is not Issuing Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is not already a unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender hereunderand Administrative Agent, which consent shall not be unreasonably withheldCompany may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (B1) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of an amount equal all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in of the case of any requirements for such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.contained in

Replacement of a Lender. If a Lender claims additional compensation or reduced amount pursuant to Section 3.9 or determines that its ability to make LIBOR Advances hereunder is suspended pursuant to Section 3.1.8 (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Default or Event of Default shall have occurred and be continuing and Borrowers have obtained a Defaulting commitment from another Lender or other Person acceptable to Agent to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Revolving Loan Commitment and all other obligations of the Subject Lender hereunder, (ii) such Lender is not the issuer or an Affiliate of the issuer of any Letters of Credit or LC Guaranties outstanding (unless all such Letters of Credit and LC Guaranties are terminated or arrangements acceptable to such Lender (such as cash collateral or a Non“back-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5to-back” letter of credit) Business Days advance notice to the Administrative Agent are made) and (iii), if different) applicable, the related LenderSubject Lender is unwilling to withdraw the claim made pursuant to Section 3.9, (x) Borrowers may require such the Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interestsLoans and Revolving Loan Commitment to such other Lender, rights and obligations under this Agreement Lenders, other Person or other Persons pursuant to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)the provisions of Section 11.9; provided that that, prior to or concurrently with such replacement, (A1) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under Section 3.9 (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 11.9.1 shall have been paid to Agent and (3) all of the requirements for such assignment contained in Section 11.9.1, including, without limitation, the consent of Agent and the receipt by Agent of an amount equal to all outstanding Advances funded or maintained by such Lenderexecuted Assignment Agreement and other supporting documents, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existbeen fulfilled.

Replacement of a Lender. (i) If Borrower is required pursuant to Section 3.12 or 3.14 to make any additional payment to any Lender or if any Lender becomes a Defaulting Rate Affected Lender (any Lender so affected an "Affected Lender"), Borrower may elect, if such amounts continue to be charged or so long as such Lender is a Non-Consenting Rate Affected Lender, then to AMENDED AND RESTATED CREDIT AGREEMENT (Camden Property Trust) PAGE 49 replace such Affected Lender as a Lender under this Agreement, provided that no Default or Event of Default shall have occurred and be continuing at the Borrower maytime of such replacement, at its sole expense and effortprovided further that, upon not less than five concurrently with such replacement, (5a) Business Days advance notice an Eligible Assignee shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Administrative Agent Affected Lender pursuant to an Assignment and (if different) the related Lender, (x) require such Acceptance and to become a Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), for all of its respective interests, rights and obligations purposes under this Agreement and to an assignee that shall assume such all obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect Affected Lender to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate terminated as of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Feesdate, and (Db) Borrower shall pay to such Affected Lender in same day funds on the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment day of such Lender replacement all interest, fees and repay all Obligations of the Borrower owing other amounts then accrued but unpaid to such Affected Lender relating by Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.12 and 3.14. If any Rate Affected Lender is replaced pursuant to this Section 3.16, such Lender shall repay to Borrower the unused portion of the Advance held Initial Commitment Fee or the Extension Fee (if such replacement occurs during the extension period), such amount being determined by such Lender as of such termination date, without multiplying (a) the payment of any penalty, fee Initial Commitment Fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior theretothe Extension Fee, as applicable, times (b) a result fraction (i) the numerator of a waiver by such Lender or otherwisewhich is the number of whole months remaining until the initial Termination Date or, if applicable, the circumstances entitling number of months remaining in the Borrower to require such assignment extension period and delegation cease to exist(ii) the denominator of which is thirty-six (36) or if the replacement occurs during the extension period, twelve (12).

Replacement of a Lender. (i) If any Lender becomes is a Defaulting Lender, a Non-Consenting Lender (as defined below) or a Non-Consenting Consensual Competitor Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender (including the Administrative Agent in its capacity as a Lender) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not unreasonably be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents Documents; or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premiumpremium (including the Prepayment Premium). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.. USActive 55125247.5 86

Replacement of a Lender. If (i) If any the Borrower receives notice that the Borrower may incur Obligations under subsection 2.7 through a written statement under subsection 2.8A from the Administrative Agent or a Lender or otherwise (other than for breakage costs under subsection 2.6D), (ii) a Lender is a Defaulting Lender, (iii) a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires the consent of such Lender and such amendment, modification or waiver has been approved by the Requisite Lenders, or (iv) a Lender becomes an Affected Lender (any such Lender, a Defaulting “Subject Lender”), so long as (i) no Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements reasonably acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to the Borrower pursuant to subsection 2.8 upon 10 days prior written notice to the Subject Lender and the Administrative Agent and/or is unwilling to remedy its default upon three days prior written notice to the Subject Lender and the Administrative Agent, the Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to the Administrative Agent by the Borrower or the assignee, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of the Administrative Agent (if required) and the receipt by the Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.

Replacement of a Lender. (i) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender or a Non-Consenting Lenderconsenting Lender (as defined below in this section), then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to such Lender and the Administrative Agent and (if different) the related LenderAgent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.048.04), all of its respective interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.17) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a Lender having become a Non-consenting Lender, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.17) and obligations under this Agreement and the other Loan Documents as a Lender of the applicable Class with respect to which such Lender is a Non-consenting Lender) to an assignee that shall assume such obligations (which assignee may be another Lender Lender, if a Lender accepts such assignmentassignment and delegation); provided that (Ai) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that (and, if a Revolving Commitment is not already a Lender hereunderbeing assigned, each Issuing Bank and Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (Cii) such assigning Lender shall have received payment of an amount equal to all the outstanding Advances funded or maintained by such Lenderprincipal of its Loans and participations in LC Disbursements and Swingline Loans, together with all accrued interest thereon thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class), from the assignee (to the extent of such outstanding principal and accrued Fees, interest and fees) or the Borrower (in the case of all other amounts) and (Diii) in the case of any such assignment and delegation resulting from a Lender becoming claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a Non-Consenting Lender, reduction in future compensation or payments under the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premiumSection. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existapply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of this Agreement or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders and (iii) the Required Lenders have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”. In addition, each Rejecting Revolving Lender (as defined in the definition of the term Revolving Maturity Date) and Rejecting Tranche A Term Lender (as defined in the definition of the term Tranche A Term Maturity Date) shall be a Non-consenting Lender hereunder.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender or a Defaulting Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit or the posting of Cash Collateral) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon ten days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (a) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (b) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent (provided, however, that the Non-Consenting Lender or the Subject Lender shall not be required to pay such processing fee), (c) all of the requirements for such assignment contained in subsection 10.1B, including the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement executed by the assignee (Administrative Agent being hereby authorized to execute any Ruths_Second Amended and Restated Credit Agreement (2) Assignment Agreement on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such subject Lender) and other supporting documents, have been fulfilled, and (d) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing Company also requires each other Subject Lender that is a Non-Consenting Lender to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment assign its Loans and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existCommitments.

Replacement of a Lender. If a Lender (iother than the Agent as a Lender) If any Lender becomes a Defaulting Lender or a Non-Consenting LenderReplacement Candidate (as defined below), then Borrower shall have the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice right to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign to another lender or other institution selected by Borrower and delegate, without recourse reasonably satisfactory to the Agent (which may be one or more of the Lenders) the Commitments and the Notes held by such Lender pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with and subject to Section 10.23; provided, that neither the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to nor any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment any obligation to Borrower to find any such lender or other institution and in order for Borrower to replace a Lender, Borrower must require such replacement within three (3) months of the date the Lender became a Replacement Candidate. Each Lender (other than the Agent as a Lender) agrees to its replacement at the option of Borrower pursuant to this Section 10.32; provided, that the assignee selected by Borrower shall purchase such Lender’s interest in the Loans and Liabilities owed to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof; all outstanding Advances funded or maintained by such Lenderunpaid interest accrued thereon, together with all unpaid fees accrued interest thereon and all accrued Fees, and (D) in for the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment account of such Lender and repay all Obligations of the Borrower other amounts then owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of hereunder or under any penalty, fee or premiumother Financing Agreement. A Lender will become a “Replacement Candidate” if (i) it has made a demand under Sections 10.20, 10.21or 10.22, (ii) it has defaulted on any obligation under this Agreement or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of Borrower under this Section 10.32 shall not be required in addition to make any such assignment and delegation if, prior thereto, other rights or remedies Borrower may have at law or in equity as a result of a waiver by such Lender or otherwise, the circumstances entitling events described in the Borrower to require such assignment and delegation cease to existdefinition of “Replacement Candidate”.

Replacement of a Lender. (i) If any Lender becomes (an “Affected Lender”) (a) makes a Defaulting demand upon the Borrower for amounts pursuant to Section 5.01 (and the payment of such amounts are, and are likely to continue to be, materially more onerous in the reasonable judgment of the Borrower than with respect to the other Lenders), (b) in connection with any proposed increase in the Borrowing Base pursuant to Section 2.07 refuses to consent to such increase, or (c) any Lender has not approved (or a Non-Consenting Lenderis not deemed to have approved) any amendment to, then or waiver of, the terms of this Agreement or any other Loan Document approved by Administrative Agent and Required Lenders, the Borrower may, at its sole expense and effortwithin 30 days of receipt by the Borrower of such demand or such non-consent or non-approval, upon not less than five as applicable, give notice (5a “Replacement Notice”) Business Days advance notice in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all of its Loans, Loan Commitments and/or Notes 715347206 14464587 716874472 14464587 to an Eligible Assignee (a “Replacement Lender”) designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the Borrower and no Lender may be replaced pursuant to this Section 5.06 if (i) such replacement conflicts with any Governmental Requirements or regulation, (ii) any Event of Default (other than an Event of Default that has been waived by the Required Lenders) shall have occurred and be continuing at the time of such replacement, or (iii) prior to any such replacement, such Affected Lender shall have taken any necessary action under Section 5.04 (if differentapplicable) so as to eliminate the related continued need for payment of amounts owing pursuant to Section 5.01 or shall, if applicable, have waived its right to payment of the specific amounts that give rise or would give rise to such Replacement Notice (it being understood for sake of clarity that the Affected Lender shall be under no obligation to waive such rights to payment and that such Affected Lender, (x) require such Lender to assign and delegate, without recourse (if it is replaced in accordance with this Section 5.06, shall be entitled to be reimbursed for all breakage losses in connection with such replacement). If the Administrative Agent shall in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in writing that the Replacement Lender is satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is already a Lender or an Affiliate of a Lender or an Eligible Assignee), then such Affected Lender shall, subject to the restrictions contained payment of any amounts due pursuant to Section 5.02, assign, in accordance with Section 12.04), all of its respective interestsLoan Commitments, Loans, Notes (if any), and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the Replacement Notice to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment)Replacement Lender; provided provided, however, that (A) the Borrower such assignment shall have received the prior written consent of the Administrative Agent with respect be without recourse, representation or warranty (other than that it has not previously transferred its interest) and shall be on terms and conditions reasonably satisfactory to any assignee that is not already a such Affected Lender hereunder, which consent shall not be unreasonably withheldand such Replacement Lender, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) purchase price paid by such assigning Replacement Lender shall have received payment be in the amount of an amount equal to all such Affected Lender’s Loans designated in the Replacement Notice, and/or its Percentage of outstanding Advances funded or maintained by such LenderReimbursement Obligations, as applicable, together with all accrued and unpaid interest thereon and fees in respect thereof, plus all accrued Feesother amounts (including the amounts demanded and unreimbursed under Section 5.01), and (DC) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, Borrower shall pay to the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Affected Lender and repay the Administrative Agent all Obligations of reasonable out-of-pocket expenses incurred by the Borrower owing to such Affected Lender relating to and the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any Administrative Agent in connection with such assignment and delegation ifassumption (including the processing fees described in Section 12.04). If the Affected Lender fails to execute an Assignment and Assumption after five Business Days notice from the Administrative Agent, prior theretosuch failure to execute shall not impair the validity of the removal of the Affected Lender and the mandatory assignment of such Affected Lender’s Loan Commitments, as a result Loans, Notes (if any), and other rights and obligations under this Agreement and all of a waiver the Loan Documents and such assignment shall be effective without the execution of an Assignment and Assumption by the Affected Lender. If the Administrative Agent fails to notify the Borrower within 30 days of its receipt of such Replacement Notice that such Replacement Lender or otherwiseis satisfactory, then such Replacement Lender shall be deemed satisfactory to the Administrative Agent. Upon the effective date of an assignment described above, the circumstances entitling Replacement Lender shall become a “Lender” for all purposes under the Borrower to require such assignment and delegation cease to existLoan Documents.

Replacement of a Lender. In the event any Lender (i) If gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.6.1 [Increased Costs, Etc.], (ii) does not fund Loans because the making of such Loans would contravene any Lender Law applicable to such Lender, or (iii) becomes a Defaulting Lender or a Non-Consenting Lendersubject to the control of an Official Body (other than normal and customary supervision), then the Borrower may, shall have the right at its sole expense and effortoption, upon not less than five (5) Business Days advance notice to with the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunderAgent, which consent shall not be unreasonably withheld, (B) delayed or conditioned, to prepay the assignee shall not be an Affiliate Loans of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lenderin whole, together with all interest accrued interest thereon and all accrued Feesthereon, and terminate such Lender’s Commitment within ninety (D90) in the case days after (x) receipt of any such assignment resulting from a Lender becoming a NonLender’s notice under Section 3.4 [Euro-Consenting LenderRate Unascertainable, the applicable assignee shall have agreed toEtc.] or 4.6.1 [Increased Costs, and shall be sufficient (together with all other consenting Lenders) to cause the adoption ofEtc.], the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the date such Lender has failed to fund Loans because the making of such Loans would contravene Law applicable to such Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; provided that the Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Lender and repay all Obligations shall be provided by one or more of the Borrower owing to such Lender relating remaining Lenders or a replacement lender acceptable to the portion of the Advance held by such Lender as of such termination dateAgent; provided, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwisefurther, the circumstances entitling remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the Borrower foregoing, the Agent may only be replaced subject to require such assignment and delegation cease to existthe requirements of Section 9.14 [Successor Agent] provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Lender. If Company receives a statement of amounts due pursuant to subsection 2.8A from a Lender, a Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, (1) pursuant to subsection 10.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected and (2) Requisite Lenders have otherwise consented to, or a Lender becomes an Affected Lender (any such Lender, a “Subject Lender”), so long as (i) If any Lender becomes no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a Defaulting commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to such Issuing Lender (such as a “back-to-back” letter of credit) are made) and (iii), if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of subsection 10.1B; provided that, prior to or concurrently with such replacement, (1) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender, then the Borrower mayeach assignee shall consent, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all time of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent , to each matter in respect of the Administrative Agent with respect to any assignee that is not already a which such Subject Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming was a Non-Consenting LenderLender and Company also requires each other Subject Lender that is a Non-Consenting Lender to assign its Loans and Commitments. For the avoidance of doubt, if a Lender is a Non-Consenting Lender solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the applicable assignee shall have agreed to, Loans and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment Commitments of such Non-Consenting Lender and repay all Obligations of the Borrower owing to such Lender relating that are subject to the portion of the Advance held assignments required by such Lender as this subsection 2.9 shall include all Loans and Commitments of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to existNon-Consenting Lender.

Replacement of a Lender. (i) If any Lender (other than BMO) becomes a Defaulting Lender or a Non-Consenting LenderLender or requests compensation under Section 2.10, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, conditioned or delayed, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer Manager or the TransferorFund, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such LenderXxxxxx, together with all accrued interest thereon and all accrued Feesfees (if any), and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.