Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) time an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costscosts) or Clause 16.2 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Borrower may, on 5 10 Business Days' ’ prior written notice to the Facility COFACE Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentBorrower, and which is acceptable to the Facility COFACE Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility COFACE Agent or Borrower Security TrusteeAgent or the U.S. Collateral Agent; (ii) neither the Facility COFACE Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender;; and (iii) in no event shall the Lender replaced under this Clause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); (ii) any Lender refuses or fails to make its participation in a Loan available or notifies the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation) or repudiates its participation in such a Loan; or (iiiii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 14.1 (Increased Costs) or Clause 16.2 13.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Italian Borrower may, on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, either: (iv) prepay without penalty (but subject to the provisions of Clause 11.4 (Break Costs) any outstanding Loans concerned (but not part thereof); or (v) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentItalian Borrower, and which is acceptable to the Facility Agent (acting reasonably), ) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans and all accrued interest and and/or Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Italian Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Italian Borrower to find a Replacement Lender; (iii) such replacement must take place no later than 60 days after the later of: (A) in the event of a replacement of a Non-Consenting Lender, the date the Non-Consenting Lender notifies the Italian Borrower and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Italian Borrower; (B) in the event of a refusal, failure, notification or repudiation under paragraph (a)(ii) above, the date of the later of such refusal, failure, notification or repudiation; or (C) in the event of an obligation arising under paragraph (a)(iii), the date on which the latest of such obligations arises; and (iv) in no event shall the Lender replaced under this paragraph (a) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Italian Borrower or the Agent (at the request of the Italian Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) (x) If at any time: (i) and for so long as any Lender is (other than an SPV Lender1) becomes a Non-Consenting Downgraded Lender (as defined in paragraph subject to clauses (b) and (c) below); or , (ii2) an Obligor becomes obliged a Defaulting Lender, (3) requesting compensation under Section 11.3, (4) unable to repay any amount in accordance with Clause 7.1 make Loans under Section 11.2 or (Illegality5) or a Non-Consenting Lender, (y) if the Borrower is required to pay any additional amounts amount to such Lender or any authority for the account of such Lender pursuant to Clause 17.1 Section 11.4 or (Increased Costsz) or Clause 16.2 (Tax gross-up) to if and for so long as the obligations of any Lender in excess under this Agreement are the subject of amounts payable to the other Lenders generallya Bail-In Action, then the Parent Borrower may, on 5 Business Days' prior written at its sole expense and effort, upon notice to the Facility Agent and such Lender, replace such Lender by requiring the Agents and S&P, direct such Lender to assign and delegate (and such Lender shall) transfer pursuant shall comply with such direction but shall have no obligation to Clause 27 search for, seek, designate or otherwise try to find, an assignee), without recourse (Changes in accordance with and subject to the Lenders) restrictions contained in, and consents required by, Section 12.6), all (and not part only) of its interests, rights and obligations under this Agreement and the Loan Notes to a Lender or other bank, financial institution, trust, fund or other entity institution that is (a "Replacement Lender"I)(A) selected by the Parent, and which is acceptable with respect to the Facility Agent Revolving Loans only, an Approved Lender and (acting reasonablyB) is eligible to purchase the replaced Lender's Loans under the terms hereof, (II) not prohibited by any applicable law from making such purchase and (III) not the subject of a Bail-In Action with respect to its obligations hereunder (such purchaser, an "Approved Purchaser"), which confirms its willingness to shall assume such obligations (and does assume all the obligations of the transferring which may be another Lender, if such other Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of accepts such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditionsassignment); provided that: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the such assigning Lender shall have any obligation received payment of an amount equal to the Parent aggregate outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to find a Replacement Lender;it hereunder and under its Loan Note (including any amounts under Section

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 10.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 18.1 (Increased Costs) or Clause 16.2 17.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 14 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Revolving Facility Commitment), the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 45 days after the date the Non-Consenting Lender notifies the Parent and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Parent; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Parent or the Agent (at the request of the Parent) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) the Majority Lenders have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs) or costs), Clause 16.2 14.2 (Tax gross-up) or Clause 14.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 15 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 46.5 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent, the Security Agent or Borrower the Secondary Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 20 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 46.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate at least 75% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 75% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 14.1 (Increased Costs) or Clause 16.2 13.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 15 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and and/or fees arising under Clause 12 (Fees), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 35 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Company; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders or Super Majority Lenders; and (iii) Lenders whose Commitments aggregate more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor the Company becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or (iii) any Lender in excess of amounts payable to the other Lenders generallybecomes a Defaulting Lender, then the Parent Company may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. On or after the delivery of the notice under this paragraph (a), the Company shall deliver a Transfer Certificate complying with Clause 21.5 (Procedure for transfers) and executed by the relevant Replacement Lender and any other related documentation to effect the transfer, which Transfer Certificate and any other related documentation to effect the transfer (if attached) shall be promptly (and by no later than the later of (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation) executed by the relevant Lender subject to the replacement (the “Replaced Lender”) and returned to the Company and the Agent. Notwithstanding the requirements of Clause 21 (Changes to the Lenders) or any other provisions of the Finance Documents (save only for the conditions set out in paragraph (b) below, which continue to apply), if a Replaced Lender does not execute and return (as applicable) a Transfer Certificate and all other related documentation to effect the transfer as required by this paragraph (a) on or before the later of (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation and none of the conditions set out in paragraph (b) below remain to be satisfied in respect of that transfer, (i) the relevant Replaced Lender shall be a Defaulting Lender for all purposes under the Finance Documents, (ii) the relevant transfer or transfers shall automatically and immediately be effected for all purposes under the Finance Documents on payment of the applicable replacement amount to the Agent (for the account of the relevant Replaced Lender) (notwithstanding the failure to execute and return such documentation by the relevant Replaced Lender (a Failure)), (iii) the Agent may (and is authorised and required by each Finance Party to) execute, without requiring any further consent or action from any other party, a Transfer Certificate and any other related documentation to effect the transfer on behalf of the relevant Replaced Lender which is required to transfer its rights and obligations under this Agreement pursuant to this paragraph (a) which shall be effective for the purposes of Clause 21.5 (Procedure for transfers) and (iv) to the extent that any transfer purported to be automatically effected by this Clause is not effective, the relevant Replaced Lender shall indemnify and hold the Agent and each applicable Replacement Lender harmless against any loss or liability incurred by such person as result of the Failure and account to each applicable Replacement Lender for all applicable principal and accrued amounts of interest unless and until such transfer is effected. The Agent shall not be liable in any way for any action taken by it pursuant to this paragraph (a) and, for the avoidance of doubt, the provisions of Clause 24.9 (Exclusion of liability) shall apply in relation thereto. (b) The replacement of a Lender pursuant to this Clause 38 32.7 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 32.4 (Requirement to offer extension of Commitments to all Lenders) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 15 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ▇▇▇▇▇▇’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans Utilisations and all accrued interest and and/or fees arising under Clause 11 (Fees), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date the Non-Consenting Lender notifies the Obligors’ Agent and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Company; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders or Super Majority Lenders; and (iii) Lenders whose Commitments aggregate more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) time an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costscosts) or Clause 16.2 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Borrower may, on 5 10 Business Days' prior written notice to the Facility COFACE Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentBorrower, and which is acceptable to the Facility COFACE Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility COFACE Agent or Borrower Security TrusteeAgent or the U.S. Collateral Agent; (ii) neither the Facility COFACE Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender;; and (iii) in no event shall the Lender replaced under this Clause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any timetime while there are at least two Lenders: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 13.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 21.1 (Increased Costs) or Clause 16.2 20.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 20 Business Days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Company; (iv) in the event of a replacement of a Non-Consenting Lender immediately following the transfer of a transferring Lender’s participations to the Replacement Lender, unanimous consent to the request for consent, waiver or amendment will be obtained; and (v) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender” on the date falling 10 Business Days after the date on which such consent, waiver or amendment was requested.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below)Lender; or (ii) an Obligor the Borrower becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity), or Clause 13.1 (Increased Costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Borrower may, on 5 15 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentBorrower, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Advances and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent Agent, the Special Rate Agent, any Special Rate Provider (other than pursuant to Clause 33.6 (Removal of a Special Rate Provider)), the Joint & Several Creditor or Borrower the Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 90 days after the date the Non-Consenting Lender notifies the Borrower and the Facility Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Borrower; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. If at any time (a) If at any time: of the provisions of subsection 2.2(D)(2), subsection 2.2(D)(3), subsection 2.2(D)(3), subsection 2.7 or subsection 2.8 shall become applicable to and utilized by any Lender so as to cause Borrower to pay any material amount to such Lender under any such subsection or (ib) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers or (other than an SPV Lenderc) the senior debt securities or long term deposits of a Lender are rated below "Baa-3" by ▇▇▇▇▇'▇ Investor Services, Inc. or "BBB-" by Standard & Poor's Corporation, or (d) a Lender becomes a Non-Consenting Nonconsenting Lender (as defined below in paragraph this subsection 2.12), the Borrower shall have the right to replace such Lender with another Person; provided that (ci) below); or such new Person shall be reasonably acceptable to the Agent and such new Person shall execute a Lender Addition Agreement, (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security Trustee; ▇▇▇▇▇▇, (iiiii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Borrower to find such other Person, and (iv) in the event of a Replacement replacement of a Nonconsenting Lender or a Lender utilizing the subsections described in clause (a) above, in order for Borrower to be entitled to replace such a Lender;, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall notify Borrower and the Agent of its failure to agree to any requested consent, waiver or other modification or (B) the Lender demanded payment under one of the subsections described in clause (a) above, as applicable. Each Lender (other than ▇▇▇▇▇▇) agrees to its replacement at the option of the Borrower pursuant to this Section 2.12 and in accordance with Section 9; provided that the successor lender shall purchase without recourse such Lender's interest in the Obligations of the Borrower to such Lender for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment fees accrued for the account of such Lender, any breakage costs incurred by the selling Lender because of the prepayment of any LIBOR Loans, all other fees (if any) applicable thereto and all other amounts (including any amounts under subsection 2.2(D)(2), 2.2(D)(3), 2.2(D)(5), 2.2(D)(7), 2.7 or 2.8 then owing to such Lender hereunder or under any other Loan Document and the Loan Parties shall execute a release addressed to such Lender releasing such Lender from all claims arising in connection with the Loan Documents. In the event that (x) the Borrower or Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (y) the consent, waiver or other modification in question requires the agreement of all Lenders (or all Lenders holding Revolving Notes) in accordance with the terms of subsection 10.3 and (z) Lenders holding at least eighty percent (80%) of the Total Loan Commitment (or in the case of Lenders holding Revolving Notes, eighty percent (80%) of the Revolving Loan Commitments) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a "Nonconsenting Lender".

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs), Clause 14.2 (Tax Gross-Up) or Clause 16.2 14.3 (Tax gross-upIndemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Obligors’ Agent may, on 5 15 Business Days' ’ prior written notice to the Facility Agent and such Lender, Lender replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which shall not be a "member of the VAALCO Energy Group) (a “Replacement Lender"”) selected by the Parent, Obligors’ Agent and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans and all accrued interest and (to the extent that the Agent has not given a notification under Clause 27.10 (Pro Rata Interest Settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 42.6 shall be subject to the following conditions: (i) the Parent Obligors shall have no right to replace the Facility Agent or Borrower Security Trusteea Lender in its capacity as an Administrative Finance Party; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Obligors to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date on which that ▇▇▇▇▇▇ is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 42.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph 42.6(b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Obligors’ Agent when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Obligors’ Agent or the Agent has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment or all Lenders except one have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. 33.2.1 If: (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 33.2.4); or (iib) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (IllegalityMandatory Prepayment - illegality) or to pay additional amounts pursuant to Clause 17.1 14.1 (Increased Costs) or costs), Clause 16.2 13.2 (Tax gross-up) or Clause 13.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 15 Business Days' ’ prior written notice to the Facility Agent Lender and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the LendersLender) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Institution (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's L▇▇▇▇▇’s participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 33.2.2 The replacement of a Lender pursuant to this Clause 38 33.2 shall be subject to the following conditions: (ia) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeLender; (iib) neither the Facility Agent nor the Lender shall have any no obligation to the Parent Company to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that L▇▇▇▇▇ is deemed a Non-Consenting Lender; (d) in no event shall the Lender replaced under this Clause 33.2 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 33.2.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 33.2.3 A Lender shall perform the checks described in Clause 33.2.2(e) above as soon as reasonably practicable following delivery of a notice referred to in Clause 33.2.1 and shall notify the Lender and the Company when it is satisfied that it has complied with those checks. 33.2.4 In the event that: (a) the Company or the Lender (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (b) the consent, waiver or amendment in question requires the approval of all the Lenders; and (c) Lenders whose Commitments aggregate more than 33.3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 33.3 per cent. of the Total Commitments prior to that reduction), have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor any Lender becomes a Conflicted Lender; or (iii) a Loan Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs) or costs), Clause 16.2 14.2 (Tax gross-up) or Clause 14.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentBorrower, and which is acceptable to (in the Facility Agent (acting reasonably), case of any transfer of a Commitment) and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans and all accrued interest and and/or fees (to the extent that the Agent has not given a notification under Clause 25.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto (not including any Margin) under the Finance Documents. (b) The Unless otherwise agreed by the Majority Lenders (excluding any Non-Consenting Lender, if applicable), the replacement of a Lender pursuant to this Clause 38 37.5 shall be subject to the following conditionsfollowing: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower the Security TrusteeAgent (in each case in such capacity); (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender or Conflicted Lender such replacement must take place no later than 30 days after the date on which that Lender is deemed a Non-Consenting Lender or Conflicted Lender; (iv) in no event shall the Lender replaced under this Clause 37.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) the Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (aIf Borrower, as a result of the requirements --------------------- of any of Section 2.12, Section 2.14(a) If at or Section 2.14(b), shall be required to ------------ --------------- --------------- pay any time: (i) any particular Lender (other than an SPV Lender"AFFECTED LENDER") becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay the additional amounts referred --------------- to in such Section, which costs are not imposed by the other Lenders, and such additional amounts are material, then Borrower shall be entitled to find a replacement Lender, reasonably acceptable to the Administrative Agent and the Requisite Lenders (such consent to such replacement Lender not to be unreasonably withheld), to replace the Affected Lender. The Affected Lender and the replacement Lender shall execute an Assignment Agreement with respect to all of the Affected Lender's Commitments and all Loans owing to the Affected Lender and comply with the other provisions of Section 11.06. Upon the payment by the ------------- replacement Lender to the Affected Lender of the then outstanding principal amount of Loans owing to the Affected Lender, together with accrued interest thereon, and the payment by Borrower to the Affected Lender of any compensation required with respect to LIBOR Loans pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) Section 2.07(e), the --------------- replacement Lender shall succeed to any Lender in excess all of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent and such Affected Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its 's rights and obligations under this Agreement to a Lender or and the other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Loan Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) any Lender becomes a Non-Funding Lender (as defined in paragraph (d) below); or (iii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 Subclause 11.1 (Mandatory prepayment - Illegality) or to pay additional amounts pursuant to Clause 17.1 Subclauses 15.1 (Grossing-up for Taxes), 15.2 (Tax Indemnity) or 16.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 ten Business Days' Days prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 31 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement and any Commitment cancelled by operation of Clause 11.1 (Mandatory prepayment —Illegality) will be deemed reinstated upon such transfer to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Revolving Credit Commitment or liability under Clause 7.5(b) (Indemnities)) the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Credits and all accrued interest (and Break Costs any breakage costs) and fees and other amounts payable in relation thereto under the Finance Documentshereunder. (b) The replacement of a Lender pursuant to this Clause 38 Subclause shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Company to find a Replacement Lender or other such entity; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 120 days after the date the Non-Consenting Lender notified the Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Senior Finance Documents requested by the Company; and (iv) in no event shall the Lender replaced under this Subclause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Senior Finance Documents. (c) In the event that: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Senior Finance Documents; (ii) the waiver or amendment in question requires the consent of all of the Lenders or the Super-majority Lenders; and (iii) the Majority Lenders have consented to such waiver or amendment, then any Lender who does not agree to such waiver or amendment shall be deemed a “Non-Consenting Lender;”.

Replacement of Lender. If at any time (a) If at any time: (i) any Lender (other than an SPV Lender) the Borrower becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or obligated to pay additional amounts described in Sections 4.5, 4.6 or 4.7 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Loans pursuant to Clause 17.1 Section 4.5, (Increased Costsb) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable becomes insolvent and its assets become subject to the a receiver, liquidator, trustee, custodian or other Lenders generallyPerson having similar powers, (c) any Lender becomes a "Nonconsenting Lender" or (d) any Lender becomes a "Non-Funding Lender", then the Parent Borrower may, on 5 ten Business Days' prior written notice to the Facility Administrative Agent and such Lender, replace such Lender by requiring causing such Lender to (and such Lender shall) transfer assign pursuant to Clause 27 (Changes to the LendersSection 12.6(c) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, Borrower and which is acceptable to the Facility Administrative Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs fees and other amounts payable in relation thereto hereunder (including amounts payable under the Finance Documents. (b) The replacement Section 4.8 as though such Loans were being paid instead of a Lender pursuant to this Clause 38 shall be subject to the following conditions: being purchased); provided that (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security Trustee; Administrative Agent, (ii) neither the Facility Administrative Agent nor the any Lender shall have any obligation to the Parent Borrower to find a Replacement replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, in order for the Borrower to be entitled to replace such a Lender;, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 4.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 12.1 and (z) Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's right to replace a Non-Funding Lender pursuant to this Section 4.9 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Funding Lender under this Agreement, at law, in equity, or by statute.

Replacement of Lender. (a) If at any time: If: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (Mandatory Prepayment - Illegality) or to pay additional amounts pursuant to Clause 17.1 14.2 (Tax Gross-Up), Clause 14.3 (Tax Indemnity) or Clause 15.1 (Increased Costs) or Clause 16.2 (Tax gross-up) ), to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Institution (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 26 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under (to the Finance Documents.extent that the Agent has not given a notification under (b) The replacement of a Lender pursuant to this Clause 38 38.6 shall be subject to the following conditions: : (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; Agent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 10 (ten) Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 38.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Parent or the Agent (at the request of the Parent) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and

Replacement of Lender. (a) If at any timean Obligor becomes obliged: (i) to repay any amount to a Lender in accordance with Clause 7.1 (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowMandatory prepayment – illegality); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender one or more Lenders and/or any other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 22 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 22.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 33.4 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security Trusteepursuant to this Clause 33.4; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 33.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 14.1 (Increased Costs) or Clause 16.2 13.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 15 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and and/or fees arising under Clause 12 (Fees), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 35 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Company; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders or Super Majority Lenders; and (iii) Lenders whose Commitments aggregate more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. 15.7.1 If: (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 15.7.4); or (iib) an Obligor a Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) 6.1 or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) 17.3, Clause 8.12.1 or Clause 16.2 (Tax gross-up) 8.7 to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrowers may, on 5 ten (10) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) 14 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrowers, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) in accordance with Clause 14 for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Loan and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 15.7.2 The replacement of a Lender pursuant to this Clause 38 15.7 shall be subject to the following conditions: (ia) the Parent Borrowers shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrowers to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than thirty

Replacement of Lender. 35.4.1 If: (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 35.4.4); or (iib) an Obligor a Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrowers may, on 5 ten Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrowers, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Loan and all accrued interest and (to the extent that the Agent has not given a notification under Clause 24.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 35.4.2 The replacement of a Lender pursuant to this Clause 38 35.4 shall be subject to the following conditions: (ia) the Parent Borrowers shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrowers to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 15 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (d) in no event shall the Lender replaced under this Clause 35.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 35.4.1 once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. 35.4.3 A Lender shall perform the checks described in Clause 35.4.2

Replacement of Lender. (a) If at any time38.5.1 If: (i) 38.5.1.1 any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cClause 38.5.4 below) below)or a Defaulting Lender; oror Common Terms Agreememt_Execution (ii) 38.5.1.2 an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 10.3.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs) or costs), Clause 16.2 14.2 (Tax gross-up) or Clause 14.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower may, on 5 (five) Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement the Finance Documents to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentBorrower, and which is acceptable to the Facility Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇'s participation in the outstanding Loans and all accrued interest and Break interest, Breakage Costs and other amounts payable in relation thereto under the Finance Documents. (b) 38.5.2 The replacement of a Lender pursuant to this Clause 38 38.5 shall be subject to the following conditions: (i) 38.5.2.1 the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) 38.5.2.2 neither the Facility Agent nor the Non-Consenting Lender or the Defaulting Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; 38.5.2.3 in the event of a replacement of a Non-Consenting Lender or Defaulting Lender such replacement must take place no later than 10 (ten) Business Days after the date on which that Lender is deemed a Non-Consenting Lender and in the case of a Defaulting Lender, after the notice in Clause 38.5.1; 38.5.2.4 in no event shall the Lender replaced under this Clause 38.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and 38.5.2.5 the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 38.5.1 above once it is satisfied that it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations in relation to that transfer. Common Terms Agreememt_Execution 38.5.3 A Lender shall perform the checks described in Clause 38.5.

Replacement of Lender. 34.4.1 If: (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 34.4.4); or (iib) an Obligor the Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower may, on 5 ten (10) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Loan and all accrued interest, (to the extent that the Agent has not given a notification under Clause 24.9 (Pro rata interest and settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 34.4.2 The replacement of a Lender pursuant to this Clause 38 34.4 shall be subject to the following conditions: (ia) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than fourteen days after the date on which that Lender is deemed a Non-Consenting Lender; (d) in no event shall the Lender replaced under this Clause 34.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.4.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 34.4.3 A Lender shall perform the checks described in Clause 34.4.2(e) as soon as reasonably practicable following delivery of a notice referred to in Clause 34.4.1 and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. 34.4.4 In the event that: (a) the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (b) the consent, waiver or amendment in question requires the approval of all the Lenders; and (c) Lenders whose Commitments aggregate more than 66 2⁄3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2⁄3 per cent of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowclause 38.4(c)); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 clause 15.1 (Increased Costscosts) or Clause 16.2 clause 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 clause 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), ) which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 clause 38.4 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date the Non-Consenting Lender notifies the Parent and the Agent of its failure or refusal to give a consent in relation to, or agree to any, waiver or amendment to the Finance Documents requested by the Parent; and (iv) in no event shall the Lender replaced under this clause 38.4(b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Parent or the Agent (at the request of the Parent) has requested the Lenders to give a consent in relation to, or to agree to, a waiver or amendment of any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 90% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 90% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. If at any time (a) If at any time: (i) any Lender (other than an SPV Lender) the Borrower becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or obligated to pay additional amounts described in Sections 4.5, 4.6 or 4.7 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Loans pursuant to Clause 17.1 Section 4.5, (Increased Costsb) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable becomes insolvent and its assets become subject to the a receiver, liquidator, trustee, custodian or other Lenders generallyPerson having similar powers, (c) any Lender becomes a "Nonconsenting Lender" or (d) any Lender becomes a "Non-Funding Lender", then the Parent Borrower may, on 5 ten Business Days' prior written notice to the Facility Administrative Agent and such Lender, replace such Lender by requiring causing such Lender to (and such Lender shall) transfer assign pursuant to Clause 27 (Changes to the LendersSection 12.6(c) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, Borrower and which is acceptable to the Facility Administrative Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs fees and other amounts payable in relation thereto hereunder (including amounts payable under the Finance Documents. (b) The replacement Section 4.8 as though such Loans were being paid instead of a Lender pursuant to this Clause 38 shall be subject to the following conditions: being purchased); provided that (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security Trustee; Administrative Agent, (ii) neither the Facility Administrative Agent nor the any Lender shall have any obligation to the Parent Borrower to find a Replacement replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, in order for the Borrower to be entitled to replace such a Lender;, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 4.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of 51 50

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor the Borrower becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13.1 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax Indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower may, on 5 ten Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Institution (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderFinance Parties) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such LenderL▇▇▇▇▇'s participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34.5 (Replacement of Lender) shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower the Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent any Obligor to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than ten Business Days after the date on which that L▇▇▇▇▇ is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 34.5 (Replacement of Lender) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

Replacement of Lender. If at any time (a) If at any time: (i) any Lender (other than an SPV Lender) the Borrower becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or obligated to pay additional amounts described in Sections 2.14, 2.15 or 2.16 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans pursuant to Clause 17.1 Section 2.14, any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other Person having similar powers, (Increased Costsb) any Lender becomes a "Nonconsenting Lender" (as defined below in this Section 2.18) or Clause 16.2 (Tax gross-upc) to any Lender in excess of amounts payable to the other Lenders generallybecomes a "Defaulting Lender", then either the Parent Agent or the Borrower may, on 5 ten (10) Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring causing such Lender to (and such Lender shall) transfer assign pursuant to Clause 27 (Changes to the Lenders) Section 15.1 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") Eligible Assignee selected by the Parent, Borrower and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Advances and all accrued interest and Break Costs fees and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: hereunder; provided that (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security Trustee; Agent, (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Borrower to find a Replacement replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, in order for the Borrower or the Agent to be entitled to replace such a Lender;, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Agent of its failure to agree to any requested consent, waiver, or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 2.18, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver, or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 16.1 and (z) Lenders whose Pro-Rata Shares aggregate 66 2-3% or more of the Commitments have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's and the Agent's right to replace a Defaulting Lender pursuant to this Section 2.18 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the

Replacement of Lender. 41.3.1 If at any time:- (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) Clause 41.3.3 below); or (iib) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 9.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 41.3.2 The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions:conditions:- (ia) the Parent shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 5 days after the date the Non-Consenting Lender notifies the Parent and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Parent; and (d) in no event shall the Lender replaced under this Clause 41.3.2 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. 41.3.3 In the event that:- (a) the Parent, a Borrower or the Agent (at the request of the Parent or a Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (b) the consent, waiver or amendment in question requires the approval of all the Lenders; and (c) Lenders whose Commitments aggregate more than 80 per cent, of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at the Borrower or any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generally, Lender: then the Parent Borrower may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Loan and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34.3 (Replacement of Lender) shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 34.3 (Replacement of Lender) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.3 (Replacement of Lender) once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in Clause 34.3(b)(iv) as soon as reasonably practicable following delivery of a notice referred to in Clause 34.3 (Replacement of Lender) and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Replacement of Lender. (a) If at any time: event described in paragraphs (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or or (ii) an Obligor becomes obliged of Clause 7.6 (a) (Right of repayment and cancellation in relation to repay any amount in accordance with Clause 7.1 (Illegalitya single Lender) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to shall occur, the other Lenders generally, then the Parent Borrower may, as an alternative to exercising its rights under Clause 7.6, on 5 15 Business Days' ’ prior written notice to the Facility Agent and such the relevant Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a another Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentBorrower, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) , for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilizations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 7.8 shall be subject to the following conditionsfollowing: (i) the Parent Borrower shall have no right rights to replace the Facility Agent or Borrower the Security Trustee; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Borrower to find a Replacement Lender;; and (iii) in no event shall the Lender replaced under this Clause 7.8 be required to pay or surrender to the Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) time any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 five (5) Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 37.3 shall be subject to the following conditions: (i) the Parent Borrowers shall have no right to replace the Facility Agent or Borrower Security Trusteepursuant to this Clause 37.3; (ii) neither the Facility Agent nor the Non-Consenting Lender shall have any obligation to the Parent Borrowers to find a Replacement Lender; (iii) the replacement must take place no later than ninety (90) days after the date the Non-Consenting Lender notifies the Borrowers and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Borrowers; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Borrowers or the Agent (at the request of the Borrowers) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (ii) the waiver or amendment in question requires the consent of all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented to such waiver or amendment, then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a "Non-Consenting Lender".

Replacement of Lender. (a) If 34.4.1 If, at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 34.4.4); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 10.1 (Illegality) or to pay additional amounts pursuant to Clause Clause 16.1 (Tax gross-up), 16.2 (Tax indemnity) or 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower Security Group Agent may, on 5 10 Business Days' ’ prior written notice to the Facility Initial ACF Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement and each Borrower Hedging Agreement to which it is a party to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrower Security Group Agent, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans and all accrued interest and Utilisations and/or Break Costs and other amounts payable in relation thereto under the Initial ACF Finance Documents. (b) 34.4.2 The replacement of a Lender pursuant to this Clause 38 34.4 shall be subject to the following conditions: (i) the Parent Borrower Security Group Agent shall have no right to replace the Facility Agent or Borrower Security TrusteeInitial ACF Agent; (ii) neither the Facility Initial ACF Agent nor the Lender shall have any obligation to the Parent Borrower Security Group Agent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date the Non- Consenting Lender notifies the Borrower Security Group Agent and the Initial ACF Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Initial ACF Finance Documents requested by the Borrower Security Group Agent; (iv) in no event shall the Lender replaced under this Clause 34.4.2 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Initial ACF Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.4.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 34.4.3 A Lender shall perform the checks described in Clause 34.4.2

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an any Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or 92 = NUMPAGES 135-2 133 (iii) any Lender in excess becomes a Defaulting Lender or ceases to have a rating for its long-term unsecured and non-credit-enhanced debt obligations of amounts payable to the other Lenders generallyA- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency, then the Parent Company may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans Utilisations and all accrued interest and Break Costs (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)) and other amounts payable in relation thereto under the Finance Documents. On or after the delivery of the notice under this paragraph (a), the Company shall deliver a Transfer Certificate complying with Clause 21.5 (Procedure for transfer) and any other related documentation to effect the transfer, which Transfer Certificate and any other related documentation to effect the transfer (if attached) shall be promptly (and by no later than the later of (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation) executed by the relevant Lender subject to the replacement (the Replaced Lender) and returned to the Company and the Agent. Notwithstanding the requirements of Clause 21 (Changes to the Lenders) or any other provisions of the Finance Documents (save only for the conditions set out in paragraph (b) below, which continue to apply), if a Replaced Lender does not execute and return (as applicable) a Transfer Certificate and all other related documentation to effect the transfer as required by this paragraph (a) on or before the later of (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation and none of the conditions set out in paragraphs (b) below remain to be satisfied in respect of that transfer, (i) the relevant Replaced Lender shall be a Defaulting Lender for all purposes under the Finance Documents, (ii) the Agent may (and is authorised and required by each Finance Party to) execute, without requiring any further consent or action from any other party, a Transfer Certificate and any other related documentation to effect the transfer on behalf of the relevant Replaced Lender which is required to transfer its rights and obligations under this Agreement pursuant to this paragraph (a) which shall be effective for the purposes of Clause 21.5 (Procedure for transfer) and (iii) to the extent that any transfer purported to be effected by this Clause 32.7 is not effective, the relevant Replaced Lender shall 93 = NUMPAGES 135-2 133 indemnify and hold the Agent and each applicable Replacement Lender harmless against any loss or liability incurred by such person as result of the Replaced Lender’s failure to execute and return the relevant transfer documentation (but excluding any such failure due to the non-compliance of any necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer) and account to each applicable Replacement Lender for all applicable principal and accrued amounts of interest (if any) unless and until such transfer is effected. The Agent shall not be liable in any way for any action taken by it pursuant to this paragraph (a) and, for the avoidance of doubt, the provisions of Clause 24.9 (Exclusion of liability) shall apply in relation thereto. (b) The replacement of a Lender pursuant to this Clause 38 32.7 shall be subject to the following conditions: (i) the Parent no Obligor shall have no any right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent any Obligor to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that ▇▇▇▇▇▇ is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 32.4 (Requirement to offer extension of Commitments to all Lenders) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) an Obligor or the Agent (at the request of an Obligor) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) the Majority Lenders have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender. 94 = NUMPAGES 135-2 133

Replacement of Lender. (a) If at the Borrower or any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generally, Lender: then the Parent Borrower may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans Loan and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34.3 (Replacement of Lender) shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 34.3 (Replacement of Lender) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.3 (Replacement of Lender) once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in Clause 34.3(b)(iv) as soon as reasonably practicable following delivery of a notice referred to in Clause 34.3 (Replacement of Lender) and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Replacement of Lender. (a) If at any time: event described in paragraphs (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or or (ii) an Obligor becomes obliged of Clause 7.6 (a) (Right of repayment and cancellation in relation to repay any amount in accordance with Clause 7.1 (Illegalitya single Lender) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to shall occur, the other Lenders generally, then the Parent Borrower may, as an alternative to exercising its rights under Clause 7.6, on 5 15 Business Days' ’ prior written notice to the Facility Agent and such the relevant Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a another Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentBorrower, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) , for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 7.8 shall be subject to the following conditionsfollowing: (i) the Parent Borrower shall have no right rights to replace the Facility Agent or Borrower the Security Trustee; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Borrower to find a Replacement Lender;; and (iii) in no event shall the Lender replaced under this Clause 7.8 be required to pay or surrender to the Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); (ii) any Lender becomes a Non-Funding Lender (as defined in paragraph (d) below); or (iiiii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 12.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 20.1 (Increased Costs) or Clause 16.2 19.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally; or it becomes unlawful for a Lender (in its capacity as Issuing Lender) to issue or leave outstanding any Letter of Credit in accordance with Clause 12.2 (Illegality in relation to Issuing Bank), then the Parent Company may, on 5 not less than 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, either: (iv) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender"; or (v) selected by prepay such Non-Consenting Lender’s or, as the Parentcase may be, and which is acceptable Non-Funding Lender’s Commitments in the relevant Facility using the proceeds of Equity Investment and/or Retained Excess Cash (to the Facility Agent (acting reasonablyextent not used for another purpose under this Agreement), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall (under this Clause 41.3 or under Clause 12.1 (Illegality)) have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender or Non-Funding Lender such replacement must take place no later than 60 days after the date the Non-Consenting Lender or Non-Funding Lender notifies the Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Company; (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) in the case of a replacement of a Lender to which an Obligor becomes obliged to pay additional amounts pursuant to Clause 19.2 (Tax gross-up) or Clause 20.1 (Increased Costs) or Clause 12.1 (Illegality) such Obligor shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. (c) In the event that: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (ii) the waiver or amendment in question requires the consent of the Super-Majority Lenders or all the Lenders; and (iii) Lenders whose Commitments aggregate more than 66 2/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3 per cent. of the Total Commitments prior to that reduction) have consented to such waver or amendment, then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”. (d) Any Lender which fails to participate in a Loan it is obliged to make under this Agreement, or such Lender has given notice to the Facility Agent or the Company that it will not make or that it has disaffirmed or repudiated any obligation to participate in a Loan, shall be deemed a “Non-Funding Lender”. (e) For the avoidance of doubt, a request by the Company pursuant to paragraph (a)(i) of Clause 4.3 (Conditions relating to Optional Currencies) shall not be deemed a waiver or amendment for the purposes of Clause 41.1 (Required consents) or this Clause 41.3 (Replacement of Lender).

Replacement of Lender. 33.2.1 If: (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 33.2.4); or (iib) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (IllegalityMandatory Prepayment - illegality) or to pay additional amounts pursuant to Clause 17.1 14.1 (Increased Costs) or costs), Clause 16.2 13.2 (Tax gross-up) or Clause 13.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 15 Business Days' ’ prior written notice to the Facility Agent Lender and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the LendersLender) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Institution (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 33.2.2 The replacement of a Lender pursuant to this Clause 38 33.2 shall be subject to the following conditions: (ia) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeLender; (iib) neither the Facility Agent nor the Lender shall have any no obligation to the Parent Company to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that ▇▇▇▇▇▇ is deemed a Non-Consenting Lender; (d) in no event shall the Lender replaced under this Clause 33.2 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 33.2.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 33.2.3 A Lender shall perform the checks described in Clause 33.2.2(e) above as soon as reasonably practicable following delivery of a notice referred to in Clause 33.2.1 and shall notify the Lender and the Company when it is satisfied that it has complied with those checks. 33.2.4 In the event that: (a) the Company or the Lender (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (b) the consent, waiver or amendment in question requires the approval of all the Lenders; and (c) Lenders whose Commitments aggregate more than 33.3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 33.3 per cent. of the Total Commitments prior to that reduction), have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (IllegalityIllegality in relation to Lender) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs) or costs), Clause 16.2 14.2 (Tax gross-up) or Clause 14.3 (Tax Indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 20 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), Issuing Bank and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount amounts due to such Lender in respect of such that Lender's ’s participation in the outstanding Loans and Bank Guarantee including all accrued interest and Commission and/or the Bank Guarantee fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 39.5 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 20 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 39.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer; (vi) Sumitomo Mitsui Banking Corporation may not be replaced as a Lender unless it is also replaced as the Issuing Bank, the Agent and the Security Agent; and (vii) the Agent is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the transfer to the Replacement Lender. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 90 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 90 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If at any time (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or the Borrowers become obligated to pay additional amounts described in subsections 4.6, 4.7 or 4.8 as a result of any condition described in such subsections or any Lender ceases to make Eurodollar Loans pursuant to Clause 17.1 subsection 4.6, (Increased Costsb) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable becomes insolvent and its assets become subject to the a receiver, liquidator, trustee, custodian or other Lenders generallyPerson having similar powers, (c) any Lender becomes a "Nonconsenting Lender" or (d) any Lender becomes a "Non-Funding Lender", then the Parent Company may, on 5 ten Business Days' prior written notice to the Facility Administrative Agent and such Lender, replace such Lender by requiring causing such Lender to (and such Lender shall) transfer assign pursuant to Clause 27 (Changes to the Lenderssubsection 11.6(c) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, Company and which is acceptable to the Facility Administrative Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs fees and other amounts payable in relation thereto hereunder (including amounts payable under the Finance Documents. (b) The replacement subsection 4.9 as though such Loans were being paid instead of a Lender pursuant to this Clause 38 shall be subject to the following conditions: being purchased); provided that (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security Trustee; Administrative Agent, (ii) neither the Facility Administrative Agent nor the any Lender shall have any obligation to the Parent Borrowers to find a Replacement replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which any Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 4.10, in order for the Company to be entitled to replace such a Lender;, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Company and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 4.10, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrowers become obligated to pay additional amounts pursuant to clause (a) of this subsection 4.10, the Borrowers jointly and severally agree to pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Company or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of subsection 11.1 and (z) Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a

Replacement of Lender. (a) If at any time: In the event that (i) any Lender demands payment pursuant to Section 2.06, 2.10 or 2.13, (ii) any Lender becomes an Affected Lender as set forth in Section 2.11, (iii) any Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement or any other than an SPV action that, pursuant to Section 8.01, requires consent of 100% of the Lenders (or 100% of the Lenders affected thereby) and the Supermajority Lenders have provided their consent to such amendment, modification or waiver or other action, or (iv) any Lender shall become a Defaulting Lender, the Borrowers shall have the right, (x) becomes in the case of the circumstances described in clauses (i) and (ii), within 30 days after the date of the giving by such Lender of any notice or demand required or otherwise permitted to be given pursuant to Section 2.06, 2.10, 2.11 or 2.13, and (y) in the case of the circumstances described in clauses (iii) and (iv), at any time such Lender is a Non-Consenting Lender (or Defaulting Lender, as defined applicable, in paragraph (c) beloweach case as long as no Event of Default or Default then exists, to replace such Lender in accordance with the procedure set forth in Section 2.17(b); or provided that no such replacement shall be effected without (i) the prior written consent of the Issuing Banks (such consent not to be unreasonably withheld) and (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess the case of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) replacement of its rights and obligations under this Agreement to a Lender that is an Issuing Bank, termination of all Letters of Credit issued by such Issuing Bank (or other bank, financial institution, trust, fund or other entity (satisfaction of such Letters of Credit in a "Replacement Lender") selected by the Parent, and which is manner acceptable to the Facility Agent (acting reasonably)Issuing Bank) and, which confirms its willingness to assume and does assume all if there are no other Issuing Banks at the obligations time, the agreement of the transferring replacement Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documentsbecome an Issuing Bank. (b) The replacement of If the Borrowers determine to replace a Lender pursuant to this Clause 38 shall be subject to Section 2.17, then the following conditions: Borrowers will replace such Lender with an Eligible Assignee in accordance with Section 8.06(a), (ib) the Parent shall have and (d), including execution by such Eligible Assignee of an appropriate Transfer Agreement, provided that no right to replace the Facility Agent Lender or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender other Person shall have any obligation to increase its Commitment or otherwise to replace, in whole or in part, any Lender and further provided that if such Lender being replaced is a Non-Consenting Lender, each Eligible Assignee shall consent, at the Parent time of assignment, to find each matter in respect of which such replaced Lender was a Replacement Non-Consenting Lender and the Borrowers shall also replace each other Lender that is a Non-Consenting Lender at such time with an Eligible Assignee as provided in this Section 2.17(b). Upon satisfaction of the requirements set forth in the first sentence of this Section 2.17(b), payment to such Lender of all principal, interest and such Lender;’s share of accrued commitment fees and Letter of Credit commissions, in immediately available funds, and the payment by the Borrowers of all requested costs accruing to the date of purchase which the Borrowers are obligated to pay underSection 8.04 and all other amounts owed by the Borrowers to such Lender, (i) such Lender being replaced shall execute such Transfer Agreement and shall no longer constitute a “Lender” hereunder and all of its Commitments shall be deemed terminated, except that its rights under Sections 2.06, 2.10, 2.13 and 8.04 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, and (ii) such Eligible Assignee shall constitute a “Lender” hereunder in accordance with such Transfer Agreement (including assumption of the Commitment, if any, and other obligations of the Lender being so replaced).

Replacement of Lender. (a) If at any time36.6.1 If: (i) 36.6.1.1 any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) Clause 36.6.4 below below); or (ii) 36.6.1.2 an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 14.3 (Tax Indemnity) or Clause 15 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes Change to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 25.8 (Pro-Rate Interest Settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents. Such transfer shall be deemed (subject to satisfaction of Clause 25.5.2 (Conditions of Transfer)) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate executed by it to the Lender concerned and pays the relevant amount to the Agent. (b) 36.6.2 The replacement of a Lender pursuant to this Clause 38 36.6 shall be subject to the following conditions: (i) 36.6.2.1 the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) 36.6.2.2 neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; 36.6.2.3 in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date on which that Lender is deemed a Non-Consenting Lender; 36.6.2.4 in no event shall the Lender replaced under this Clause 36.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and 36.6.2.5 the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 36.6.1 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 36.6.3 A Lender shall perform the checks described in Clause 36.6.

Replacement of Lender. (a) If at the Borrower or any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generally, Lender: then the Parent Borrower may, on 5 five Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇'s participation in the outstanding Loans Loan and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34.3 (Replacement of Lender) shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 34.3 (Replacement of Lender) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.3 (Replacement of Lender) once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in Clause 34.3(b)(iv) as soon as reasonably practicable following delivery of a notice referred to in Clause 34.3 (Replacement of Lender) and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Replacement of Lender. 0081727-0000042 SN:12155633.21 188 (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs) or costs), Clause 16.2 14.2 (Tax gross-up) or Clause 14.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 15 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 46.5 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent, the Security Agent or Borrower the Secondary Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 20 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 46.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; 0081727-0000042 SN:12155633.21 189 (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate at least 75% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 75% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Non‑Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 8.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 16.1 (Increased Costscosts) or Clause 16.2 15.2 (Tax gross-upgross‑up), Clause 13.3 (Market disruption) to any Lender in excess of amounts payable to the other Lenders generallyor Clause 15.3 (Tax indemnity), then the Parent may, on 5 not less than five Business Days' ’ prior written notice to the Facility Agent and such Lenderthat ▇▇▇▇▇▇, replace such that Lender by requiring such that Lender to (and such and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, Parent and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) , in either case, for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans and all accrued interest and (to the extent that the Agent has not given a notification under Clause 26.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 38.7 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender; (iii) in the event of a replacement of a Non‑Consenting Lender such replacement must take place no later than 50 days after the earlier of: (A) the date the Non‑Consenting Lender notifies the Parent and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Parent; (B) the first date in respect of which Clause 38.6 (Non‑responding Lender) applies to the relevant consent, waiver or amendment; and (iv) in no event shall the Lender replaced under this paragraph (b)(iv) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied (acting reasonably) that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

Replacement of Lender. 1. If: (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 15.7.4); or (iib) an Obligor a Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) 6.1 or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) 17.3, Clause 8.12.1 or Clause 16.2 (Tax gross-up) 8.7 to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrowers may, on 5 ten (10) Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) 14 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrowers, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) in accordance with Clause 14 for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Loan and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 2. The replacement of a Lender pursuant to this Clause 38 15.7 shall be subject to the following conditions: (ia) the Parent Borrowers shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrowers to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than thirty (30) Business Days after the date on which that Lender is deemed a Non-Consenting Lender; LONLIVE\24155284.5 Page 38 ▇▇-▇▇-▇▇▇▇▇\Draft(4)\29 March 2016 (d) in no event shall the Lender replaced under this Clause 15.7 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 15.7.1 once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. 3. A Lender shall perform the checks described in Clause 15.7.2

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up) or a FATCA Deduction to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Borrower may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentBorrower, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisation and all accrued interest and and/or fees arising under Clause 11 (Fees), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) the Agent has received written confirmation from OeKB (in form and substance satisfactory to the Agent) that OeKB agrees that the relevant Lender is replaced pursuant to this Clause 34; (iv) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than sixty (60) days after the date the Non-Consenting Lender notifies the Borrower and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Borrower; and (v) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders or Super Majority Lenders; and (iii) Lenders whose Commitments aggregate more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs), Clause 14.2 (Tax Gross-Up) or Clause 16.2 14.3 (Tax gross-upIndemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 60 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's L▇▇▇▇▇’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 25.10 (Pro rata Interest Settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 38.5 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 38.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs) or Clause 16.2 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Borrower may, on 5 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentBorrower, and which is acceptable to the Facility Agent (acting reasonably), ) which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 5 days after the date the Non-Consenting Lender notifies the Borrower and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Borrower; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. 37.6.1 If: (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 37.6.4); or (iib) an Obligor a Borrower or a Guarantor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrowers may, on 5 ten Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the LendersLenders and Hedge Counterparties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrowers (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender L25accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders and Hedge Counterparties) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇'s participation in the outstanding Loans Loan and all accrued interest and (to the extent that the Agent has not given a notification under Clause 25.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;

Replacement of Lender. If o the obligation of a Lender to make Eurodollar Loans is suspended under Section 9.4 (aIllegal Loans), o a Lender demands compensation or payment under SECTION 9.2 (Increased cost or reduced return), or SECTION 9.6 (Taxes on payments), or o a Lender's senior unsecured debt is rated lower than BBB- by S&P, then the Borrowers may, on five Business Days' notice to the Administrative Agent and the Lender, select a replacement bank or banks (which may be one or more of the other Lenders) If at to purchase the Lender's Loans and assume its Commitment. The purchase price for the Lender's Loans shall be the sum of the unpaid principal amount of the Loans, with accrued interest, the Lender's share of accrued but unpaid Fees and other amounts due to the Lender under this Agreement (including any time: amounts due under Section 1.20 (iFunding losses) any Lender (for each Loan so purchased on a date other than the last day of the Interest Period for the Loan) less the prorated portion of the Fees previously received by such Lender, from the date of such purchase through the last day of the applicable period for which the Fees had been paid. Upon the execution and delivery of an SPV assignment and assumption agreement substantially in the form of Exhibit G by such Lender and each replacement bank (and, if the replacement bank is not a Lender) becomes , with the subscribed consent of the Borrowers and the Administrative Agent), each such replacement bank shall be deemed to be, a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess 'Lender' for all purposes of amounts payable to this Agreement, and the Administrative Agent shall notify the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documentsaccordingly. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or; (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 10.1 (Illegality) or Clause 10.2 (Illegality in relation to Issuing Bank) or to pay additional amounts pursuant to Clause 17.1 18 (Increased Costs) or ), Clause 16.2 17.2 (Tax gross-up) or Clause 17.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generally; or (iii) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other person having similar powers or any winding-up, dissolution or administration; then the Parent Company may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such that Lender, replace such that Lender by requiring such that Lender to (and such that Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Revolving Facility Commitment), the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 39.3 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Company; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (ii) the waiver or amendment in question requires the consent of all the Lenders; and (iii) the Super Majority Lenders have given their consent, then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) 36.4.1 If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor the Obligors becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs) or costs), Clause 16.2 14.2 (Tax gross-up) or Clause 14.3 (Tax Indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower may, on 5 20 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Institution (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇'s participation in the outstanding Loans and all accrued interest and and/or Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 36.4.2 The replacement of a Lender pursuant to this Clause 38 36.4 shall be subject to the following conditions: (ia) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (c) in no event shall the Lender replaced under this Clause 36.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (d) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 36.4.1 once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. 36.4.3 A Lender shall perform the checks described in Clause 36.4.2(d) as soon as reasonably practicable following delivery of a notice referred to in Clause 36.4.2 and shall notify the Facility Agent and the Borrower when it is satisfied that it has complied with those checks.

Replacement of Lender. If any Lender (an “Affected Lender”) (a) If makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.9 hereof, (b) is a Defaulting Lender, or (c) denies any consent requested by the Agent pursuant to Section 16.2(b) hereof, Borrowers may, at any timeits sole expense and effort, by notice in writing to the Agent and such Affected Lender, require such Affected Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 16.3 hereof), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.7 or 3.9) and obligations under this Agreement and the related Other Documents to a replacement Lender that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) shall have received payment of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer an amount equal to the outstanding principal amount of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the Other Documents from the assignee (to the extent of such Lender's participation in the outstanding Loans principal and all accrued interest and Break Costs and fees) or the Borrowers (in the case of all other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trusteeamounts); (ii) neither in the Facility Agent nor case of any such assignment resulting from a claim for compensation under Section 3.7 or 3.9, such assignment will result in a reduction in such compensation or payments thereafter; (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 shall have any obligation consented to the Parent to find a Replacement Lender;applicable amendment, waiver or consent.

Replacement of Lender. Upon (a) If at the occurrence of any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowevent giving rise to the operation of subsection 3.1(A)(iv)(b); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality, 3.1(A)(v), 3.1(F) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs3.1(G) or Clause 16.2 (Tax gross-up) with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of amounts payable to those being generally charged by the other Lenders generallyor (b) the failure or refusal of a single Lender to consent to any amendment, modification, termination or waiver which pursuant to subsection 8.3 requires the consent of all Lenders, Borrower shall have the right, if no Default or Event of Default then the Parent may, on 5 Business Days' prior written notice exists or will exist immediately after giving effect to the Facility Agent and such Lenderreplacement, to replace such Lender by requiring such Lender to (and such Lender shallthe "Replaced Lender") transfer pursuant to Clause 27 with one or more other Eligible Assignees (Changes to collectively, the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable each of whom shall be required to be reasonably acceptably to the Facility Agent Agent, provided that (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lenderi) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The any replacement of a Lender pursuant to this Clause 38 subsection 8.30, the Replacement Lender shall be subject enter into a Lender Addition Agreement pursuant to subsection 9.1 pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Revolver Loans of, and participations in Letter of Credit Liabilities owned by, the Replaced Lender and, in connection therewith, shall pay the "Purchase Price" specified in such Lender Addition Agreement. Upon the execution of the respective Lender Addition Agreement, the payment of the Purchase Price provided therein, and, delivery to the following conditions: (i) Replacement Lender of the Parent shall have no right to replace the Facility Agent appropriate Note or Borrower Security Trustee; (ii) neither the Facility Agent nor Notes executed by Borrowers, as provided in the Lender Addition Agreement, the Replacement Lender shall have any obligation to the Parent to find a Replacement Lender;become

Replacement of Lender. (a) 41.3.1 If at any time: (i) time any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) sub- clause 41.3.3 below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 five Business Days' prior written notice to the Facility Agent and such Lender, replace such : (a) cancel the Commitment of the Non-Consenting Lender by requiring at the next interest payment or rollover date; or (b) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a another Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Utilisations and all accrued interest and and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 41.3.2 The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (ia) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender;

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor the Company becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or (iii) any Lender in excess of amounts payable to the other Lenders generallybecomes a Defaulting Lender, then the Parent Company may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's L▇▇▇▇▇’s participation in the outstanding Loans Utilisations and all accrued interest and Break Costs (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)) and other amounts payable in relation thereto under the Finance Documents. On or after the delivery of the notice under this paragraph (a), the Company shall deliver a Transfer Certificate complying with Clause 21.5 (Procedure for transfer) and executed by the relevant Replacement Lender and any other related documentation to effect the transfer, which Transfer Certificate and any other related documentation to effect the transfer (if attached) shall be promptly (and by no later than the later of (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation) executed by the relevant Lender subject to the replacement (the Replaced Lender) and returned to the Company and 96148 the Agent. Notwithstanding the requirements of Clause 21 (Changes to the Lenders) or any other provisions of the Finance Documents (save only for the conditions set out in paragraph (b) below, which continue to apply), if a Replaced Lender does not execute and return (as applicable) a Transfer Certificate and all other related documentation to effect the transfer as required by this paragraph (a) on or before the later of (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation and none of the conditions set out in paragraph (b) below remain to be satisfied in respect of that transfer, (i) the relevant Replaced Lender shall be a Defaulting Lender for all purposes under the Finance Documents, (ii) the relevant transfer or transfers shall automatically and immediately be effected for all purposes under the Finance Documents on payment of the applicable replacement amount to the Agent (for the account of the relevant Replaced Lender) (notwithstanding the failure to execute and return such documentation by the relevant Replaced Lender (a Failure)), (iii) the Agent may (and is authorised and required by each Finance Party to) execute, without requiring any further consent or action from any other party, a Transfer Certificate and any other related documentation to effect the transfer on behalf of the relevant Replaced Lender which is required to transfer its rights and obligations under this Agreement pursuant to this paragraph (a) which shall be effective for the purposes of Clause 21.5 (Procedure for transfers) and (iv) to the extent that any transfer purported to be automatically effected by this Clause 32.7 is not effective, the relevant Replaced Lender shall indemnify and hold the Agent and each applicable Replacement Lender harmless against any loss or liability incurred by such person as result of the Failure and account to each applicable Replacement Lender for all applicable principal and accrued amounts of interest unless and until such transfer is effected. The Agent shall not be liable in any way for any action taken by it pursuant to this paragraph (a) and, for the avoidance of doubt, the provisions of Clause 24.9 (Exclusion of liability) shall apply in relation thereto. (b) The replacement of a Lender pursuant to this Clause 38 32.7 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 32.4 (Requirement to offer extension of Commitments to all Lenders) 97148 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) the Majority Lenders have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 9.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 14.2 (Tax gross-up), 14.3 (Tax indemnity) or Clause 15.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, at any time up to 180 days after the occurrence of an event or circumstance specified in sub-paragraphs (a)(i) or (a)(ii) above, be entitled to replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and and/or fees in respect of Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 37.3 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the relevant Lender shall have any obligation to the Parent any Obligor to find a Replacement Lender; (iii) in the event of a replacement in full of a Non-Consenting Lender such replacement must take place within 180 days of the date on which the request for consent or waiver or amendment of the Finance Documents was delivered to the Lenders by the Company; and (iv) in no event shall the Lender replaced in full under this Clause 37.3 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or (iii) any Lender in excess becomes a Defaulting Lender or ceases to have a rating for its long-term unsecured and non credit-enhanced debt obligations of amounts payable to the other Lenders generallyA- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency, then the Parent Company may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 23.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34.7 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 34.4 (Requirement to offer extension of Commitments to all Lenders) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any time: (i) any At the request of ▇▇▇▇▇▇ ▇▇▇, the AIMCO Parties and the Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable shall agree to the assumption by another lender designated by ▇▇▇▇▇▇ Mae, of all of the obligations of the Lender under this Agreement and the other Lenders generallyLoan Documents, then and/or 107 any related servicing obligations, and, at ▇▇▇▇▇▇ Mae's option, the Parent may, on 5 Business Days' prior written notice to concurrent release of the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of from its rights and obligations under this Agreement and the other Loan Documents, and/or any related servicing obligations, and shall execute all releases, modifications and other documents which ▇▇▇▇▇▇ Mae determines are necessary or desirable to effect such assumption. Notwithstanding the foregoing, the AIMCO Parties' obligation to agree to the assumption shall be conditioned upon the AIMCO Parties' receipt of a Lender or certificate from ▇▇▇▇▇▇ ▇▇▇ which offers the AIMCO Parties two choices of replacement lenders, and certifies that the two choices are lenders in the DUS Program (or, if the DUS Program no longer exists at such time, certifies that the two choices are qualified ▇▇▇▇▇▇ Mae servicers). Within 10 Business Days after the date on which the AIMCO Parties receive ▇▇▇▇▇▇ Mae's certificate, the AIMCO Parties shall select one of the two choices, and the AIMCO Parties' choice shall become the replacement lender. If the AIMCO Parties fail to make the choice within the 10-Business Day period, ▇▇▇▇▇▇ Mae shall have the right to select the replacement lender from the two choices, and ▇▇▇▇▇▇ Mae's choice shall become the replacement Lender, without the necessity of further action on the part of any party (other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected than the assumption by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume replacement Lender of all of the obligations of the transferring Lender (including arising on and after the assumption of date on which it becomes the transferring replacement Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents). (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;

Replacement of Lender. (a) If at any time36.6.1 If: (i) 36.6.1.1 any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) Clause 36.6.4 below); or (ii) 36.6.1.2 an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 14.2 (Tax Gross-Up), Clause 14.3 (Tax Indemnity) or Clause 15 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes Change to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 25.8 (Pro-Rate Interest Settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents. Such transfer shall be deemed (subject to satisfaction of Clause 25.5.2 (Conditions of Transfer)) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate executed by it to the Lender concerned and pays the relevant amount to the Agent. (b) 36.6.2 The replacement of a Lender pursuant to this Clause 38 36.6 shall be subject to the following conditions: (i) 36.6.2.1 the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) 36.6.2.2 neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; 36.6.2.3 in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date on which that Lender is deemed a Non- Consenting Lender; 36.6.2.4 in no event shall the Lender replaced under this Clause 36.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and 36.6.2.5 the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 36.6.1 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 36.6.3 A Lender shall perform the checks described in Clause 36.6.

Replacement of Lender. (a) If at any time: (i) any Lender Obligor becomes obliged to pay additional amounts described in Clauses 14 (other than an SPV Taxes), 15.1 (Illegality), 15.2 (Increased Costs) or 15.4 (Change in Market Conditions) to any Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable does not agree to a consent, waiver or amendment to the other Finance Documents which the Obligors’ Agent has requested and which is a matter requiring the agreement of all Lenders generallyor the Super Majority Lenders, and the Majority Lenders have given their consent to such matter, then the Parent may, Obligors’ Agent may on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, Lender replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 26.1 (Changes to Assignments and transfers by the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other another bank, financial institution, trust, trust fund or other entity (a "Replacement Lender") selected by the Parent, Obligors’ Agent (following consultation with the Facility Agent) and which is acceptable (unless any such Lender continues to be fully liable for its obligations to the Facility Agent Issuing Bank under any relevant Bank Guarantee) has been approved by the Issuing Bank (acting reasonably), which approval shall not be unreasonably withheld) which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations ’s participation on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and Break Costs fees and other amounts payable in relation thereto under the Finance Documentsto that Lender hereunder. (b) The replacement of a Lender pursuant to this Clause 38 15.6 shall be subject to the following conditions: (i) the Parent shall have no right to replace neither the Facility Agent or Borrower nor the Security TrusteeAgent (in their capacities as such) may be replaced without the consent of the Majority Lenders; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Group to find a Replacement replacement Lender or other such entity; (iii) such replacement must take place no later than 180 days after the date the relevant Lender: (A) notified the Obligors’ Agent and the Facility Agent of its failure to agree to any requested consent, waiver or amendment to the Finance Documents; or (B) has demanded payment of additional or increased amounts under Clauses 14 (Taxes), 15.1 (Illegality), 15.2 (Increased Costs) or 15.4 (Change in Market Conditions) as the case may be; (iv) the Lender hereby replaced shall not be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender replaced pursuant to this Agreement; and (v) to the extent that the replacement of a Lender results from any Obligor becoming obliged to pay additional amounts pursuant to Clauses 14 (Taxes) or 15.2 (Increased Costs) this provision will not release the Obligor from its obligations to pay any such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts (which have been notified to the Obligors’ Agent) shall be a condition to the replacement of such Lender.

Replacement of Lender. The Borrower shall be permitted to replace (awith one or more replacement Lenders) If at any time: Lender which requests reimbursement for amounts owing pursuant to SECTION 4.1, 4.3, 4.6 or 4.7; PROVIDED that (i) such replacement does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to the Borrower or such Lender (other than an SPV Lender) becomes a Non-Consenting or to which the Borrower or such Lender (as defined in paragraph (c) below); or or any of their respective property is subject, (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) no Default or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess Event of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent Default shall have occurred and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal to such replacement, (iii) the outstanding principal amount of such Lender's participation in Borrower shall repay (or the outstanding replacement bank or institution shall purchase, at par) all Loans and all accrued interest and Break Costs and other amounts payable owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under SECTION 4.5 if any LIBO Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in relation thereto under accordance with the Finance Documents. provisions of SECTION 11.11.1 (bPROVIDED that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), (vii) The until such time as such replacement of a Lender shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to this Clause 38 SECTION 4.1, 4.3, 4.6 or 4.7, as the case may be, (viii) any such replacement shall not be subject deemed to be a waiver of any rights which the following conditions: (i) Borrower, the Parent shall have no right to replace the Facility Administrative Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the any other Lender shall have any obligation against the replaced Lender, and (ix) if such replacement bank or institution is not already a Lender, the Borrower shall pay to the Parent to find a Replacement Lender;Administrative Agent an administrative fee of $3,500.

Replacement of Lender. (a) 34.3.1 If at the Borrower or any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generally, Lender: then the Parent Borrower may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Loan and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 34.3.2 The replacement of a Lender pursuant to this Clause 38 34.3 shall be subject to the following conditions: (ia) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (c) in no event shall the Lender replaced under this Clause 34.3 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (d) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.3 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 34.3.3 A Lender shall perform the checks described in Clause 34.3.2

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor the Company becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or (iii) any Lender in excess of amounts payable to the other Lenders generallybecomes a Defaulting Lender, then the Parent Company may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 32.7 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 32.4 (Requirement to offer extension of Commitments to all Lenders) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or (iii) any Lender in excess of amounts payable to the other Lenders generallybecomes a Defaulting Lender, then the Parent Company may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 23.11 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34.7 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 34.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) 41.3.1 If at any time: (i) time any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) sub-clause 41.3.3 below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such : (a) cancel the Commitment of the Non-Consenting Lender by requiring at the next interest payment or rollover date; or (b) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a another Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 41.3.2 The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (ia) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 10 Business days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Company; and (d) in no event shall the Lender replaced under this Clause 41.3 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. 41.3.3 In the event that: (a) the Parent or the Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (b) the waiver or amendment in question requires the consent of all the Lenders; and (c) Lenders whose Commitments aggregate 85 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 85 per cent. or more of the Total Commitments prior to that reduction) have consented to such waiver or amendment, then any Lender who has declined or failed to consent or provide approval by the later of (i) the date nominated by the Facility Agent in the request to the Lenders as a deadline for response, and (ii) 3 Business Days after such 85 per cent. Lender approval or consent has been received, shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 6.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 11.1 (Increased Costs) or ), Clause 16.2 10.1 (Tax gross-up) or Clause 10.2 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent may, on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), Parent which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 25.3 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 45 days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 25.3 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Parent when it is satisfied that it has complied with those checks. (d) In the event that: (i) (the Parent or the Facility Agent (at the request of the Parent) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If at any time (a) If at any time: (i) any Lender (other than an SPV Lender) the Borrower becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or obligated to pay additional amounts described in subsections 7.5, 7.6 or 7.7 as a result of any condition described in such subsections or any Lender ceases to make Eurodollar Loans pursuant to Clause 17.1 subsection 7.5, (Increased Costsb) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" (as defined below in this subsection 7.9) or Clause 16.2 (Tax gross-upd) to any Lender in excess of amounts payable to the other Lenders generallybecomes a "Non-Funding Lender", then the Parent Borrower may, on 5 ten (10) Business Days' prior written notice to the Facility Administrative Agent and such Lender, replace such Lender by requiring causing such Lender to (and such Lender shall) transfer assign pursuant to Clause 27 (Changes to the Lenderssubsection 15.6(c) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, Borrower and which is acceptable to the Facility Administrative Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs fees and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: hereunder; provided that (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security Trustee; Administrative Agent, (ii) neither the Facility Administrative Agent nor the any Lender shall have any obligation to the Parent Borrower to find a Replacement replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 7.9, in order for the Borrower to be entitled to replace such a Lender;, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 7.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 7.9, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of subsection 15.1 and (z) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's right to replace a Non-Funding Lender pursuant to this subsection 7.9 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Funding Lender under this Agreement, at law, in equity, or by statute.

Replacement of Lender. The Borrowers shall be permitted to replace any Lender that (a) If at requests reimbursement for amounts owing pursuant to Section 5.01 or 5.03(a), (b) defaults in its obligation to make Loans hereunder or (c) fails to vote in favor of any time: measure requiring the affirmative vote of one hundred percent (100%) of the Lenders, with a replacement financial institution; provided that (i) such replacement does not conflict with any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or Governmental Requirement, (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess no Event of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent Default shall have occurred and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal such replacement that has not been waived by each of the other Lenders, (iii) prior to any such replacement, such Lender shall have taken no action under Section 5.04 so as to eliminate the outstanding principal amount continued need for payment of such Lender's participation in amounts owing pursuant to Section 5.01 or 5.03(a), (iv) the outstanding replacement financial institution shall purchase, at par, all Loans and all accrued interest and Break Costs and other amounts payable owing to such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section 5.02 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, (vii) the replaced Lender shall be obligated to make such replacement in relation thereto under accordance with the Finance Documents. provisions of Section 12.04 (bprovided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) The until such time as such replacement of a Lender shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to this Clause 38 Section 5.01 or 5.03(a), as the case may be, and (ix) any such replacement shall not be subject deemed to be a waiver of any rights that the following conditions: (i) Borrower, the Parent shall have no right to replace the Facility Administrative Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the any other Lender shall have any obligation to against the Parent to find a Replacement replaced Lender;.

Replacement of Lender. (a) If at any time: In the event that (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or demands payment pursuant to Section 2.06, 2.10 or 2.13, (ii) any Lender becomes an Obligor becomes obliged Affected Lender as set forth in Section 2.11, or (iii) any Lender shall become a Defaulting Lender, the Borrower shall have the right, (x) in the case of the circumstances described in clauses (i) and (ii), within 30 days after the date of the giving by such Lender of any notice or demand required or otherwise permitted to repay be given pursuant to Section 2.06, 2.10, 2.11 or 2.13, and (y) in the case of the circumstances described in clause (iii), at any amount time such Lender is a Defaulting Lender, in each case as long as no Event of Default or Default then exists, to replace such Lender in accordance with Clause 7.1 the procedure set forth in Section 2.17(b); provided that no such replacement shall be effected without (Illegalityi) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice consent of the Issuing Banks (such consent not to be unreasonably withheld) and (ii) in the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to case of the Lenders) all (and not part only) replacement of its rights and obligations under this Agreement to a Lender that is an Issuing Bank, termination of all Letters of Credit issued by such Issuing Bank (or other bank, financial institution, trust, fund or other entity (satisfaction of such Letters of Credit in a "Replacement Lender") selected by the Parent, and which is manner acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume Issuing Bank) and does assume all the obligations agreement of the transferring replacement Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documentsbecome an Issuing Bank. (b) The replacement of If the Borrower determines to replace a Lender pursuant to this Clause 38 shall be subject to Section 2.17, then the following conditions: Borrower will replace such Lender with an Eligible Assignee in accordance with Section 8.06(a), (ib) the Parent shall have and (d), including execution by such Eligible Assignee of an appropriate Transfer Agreement, provided that no right to replace the Facility Agent Lender or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender other Person shall have any obligation to increase its Commitment or otherwise to replace, in whole or in part, any Lender. Upon satisfaction of the Parent requirements set forth in the first sentence of this Section 2.17(b), payment to find such Lender of all principal, interest and such Lender’s share of accrued commitment fees and Letter of Credit commissions, in immediately available funds, and the payment by the Borrower of all requested costs accruing to the date of purchase which the Borrower is obligated to pay under Section 8.04 and all other amounts owed by the Borrower to such Lender, (i) such Lender being replaced shall execute such Transfer Agreement and shall no longer constitute a Replacement “Lender;” hereunder and all of its Commitments shall be deemed terminated, except that its rights under Sections 2.06, 2.10, 2.13 and 8.04 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “Lender” hereunder, and (ii) such Eligible Assignee shall constitute a “Lender” hereunder in accordance with such Transfer Agreement (including assumption of the Commitment, if any, and other obligations of the Lender being so replaced).

Replacement of Lender. (a) If 34.4.1 If, at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 34.4.4); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 10.1 (Illegality) or to pay additional amounts pursuant to Clause Clause 16.1 (Tax gross-up), 16.2 (Tax indemnity) or 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower Security Group Agent may, on 5 10 Business Days' ’ prior written notice to the Facility Initial ACF Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement and each Borrower Hedging Agreement to which it is a Lender or other bank, financial institution, trust, fund or other entity party to an Eligible Institution (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrower Security Group Agent, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans and all accrued interest and Utilisations and/or Break Costs and other amounts payable in relation thereto under the Initial ACF Finance Documents. (b) 34.4.2 The replacement of a Lender pursuant to this Clause 38 34.4 shall be subject to the following conditions: (i) the Parent Borrower Security Group Agent shall have no right to replace the Facility Agent or Borrower Security TrusteeInitial ACF Agent; (ii) neither the Facility Initial ACF Agent nor the Lender shall have any obligation to the Parent Borrower Security Group Agent to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date the Non- Consenting Lender notifies the Borrower Security Group Agent and the Initial ACF Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Initial ACF Finance Documents requested by the Borrower Security Group Agent; (iv) in no event shall the Lender replaced under this Clause 34.4.2 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Initial ACF Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.4.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 34.4.3 A Lender shall perform the checks described in Clause 34.4.2

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor the Company becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or (iii) any Lender in excess becomes a Defaulting Lender or ceases to have a rating for its long-term unsecured and non credit-enhanced debt obligations of amounts payable to the other Lenders generallyA- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency, then the Parent Company may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 32.7 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under Clause 32.4 (Requirement to offer extension of Commitments to all Lenders) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty per cent. (80%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty per cent. (80%) of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at In the event that any time: Lender demands payment pursuant to Section 2.06, 2.10 or 2.13, or any Lender becomes an Affected Lender as set forth in Section 2.11, the Borrower shall have the right, within 30 days after the date of the giving by such Lender of any notice or demand required or otherwise permitted to be given pursuant to Section 2.06, 2.10, 2.11 or 2.13 and if no Event of Default or Default then exists, to replace such Lender in accordance with the procedure set forth in Section 2.16(b); provided that no such replacement shall be effected without (i) any Lender the prior written consent of the Issuing Banks and the Swingline Lenders (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowsuch consent not to be unreasonably withheld); or , (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any the case of the replacement of the Lender in excess of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent and such that is a Swingline Lender, replace payment in full of all Swingline Advances owed to such Swingline Lender by requiring such and the agreement of the replacement Lender to become a Swingline Lender, (and iii) in the case of the replacement of the Lender that is an Issuing Bank, termination of all Letters of Credit issued by such Lender shall) transfer pursuant to Clause 27 Issuing Bank (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (satisfaction of such Letters of Credit in a "Replacement Lender") selected by the Parent, and which is manner acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume Issuing Bank) and does assume all the obligations agreement of the transferring replacement Lender to become an Issuing Bank, and (including iv) in the assumption case of the transferring Lender's participations on replacement of the same basis as Lender that is the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount Collateral Agent, replacement of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance DocumentsCollateral Agent pursuant to Section 9.08. (b) The replacement of If the Borrower determines to replace a Lender pursuant to this Clause 38 shall be subject to Section 2.16, then the following conditions: Borrower will replace such Lender with an Eligible Assignee in accordance with Section 10.06(a), (ib) the Parent shall have and (d), including execution by such Eligible Assignee of an appropriate Transfer Agreement, provided that no right to replace the Facility Agent Lender or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender other Person shall have any obligation to increase its Commitment or otherwise to replace, in whole or in part, any Lender. Upon satisfaction of the Parent requirements set forth in the first sentence of this Section 2.16(b), payment to find such Lender of all principal, interest and, in the case of a Replacement Revolving Lender;, such Lender's share of accrued commitment fees and Letter of Credit commissions, in immediately available funds, and the payment by the Borrower of all requested costs accruing to the date of purchase which the Borrower is obligated to pay under Section 10.04 and all other amounts owed by the Borrower to such Lender, (i) such Lender being replaced shall execute such Transfer Agreement and shall no longer constitute a "Lender" hereunder and all of its Commitments shall be deemed terminated, except that its rights under Sections 2.06, 2.10, 2.13 and 10.04 shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a "Lender" hereunder, and (ii) such Eligible Assignee shall constitute a "Lender" hereunder in accordance with such Transfer Agreement (including assumption of the Commitment, if any, and other obligations of the Lender being so replaced).

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor the Borrower becomes obliged to repay any amount in accordance with Clause clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender Lender; or (ii) any of the circumstances set out in excess paragraph (a) of amounts payable clause 7.5 (Right of cancellation and prepayment in relation to a single Lender) apply to a Lender, the other Lenders generally, then the Parent Borrower may, on 5 five (5) Business Days' prior written notice to the Facility Agent and such that Lender, replace such Lender by requiring such Lender to assign or transfer (and and, to the extent permitted by law, such Lender shallshall assign or transfer) transfer pursuant to Clause 27 clause 31 (Changes to the Lenders) all (and not part only) of its rights and (in the case of a transfer) transfer all (and not part only) of its obligations under this Agreement (and any Security Document to which such Lender is a Lender or other bank, financial institution, trust, fund or other entity party in its capacity as a Lender) to an Eligible Institution (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the assigning or transferring Lender in accordance with clause 31 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of the assignment or transfer in an amount equal to the aggregate of: (A) the outstanding principal amount of such Lender▇▇▇▇▇▇'s participation in the outstanding Loans and Loan; (B) all accrued interest and owing to such ▇▇▇▇▇▇; (C) the Break Costs and which would have been payable to such Lender pursuant to clause 11.5 (Break Costs) had the Borrower prepaid in full that ▇▇▇▇▇▇'s participation in the Loan on the date of the assignment or transfer; and (D) all other amounts payable in relation thereto to that Lender under the Finance DocumentsDocuments on the date of the assignment or transfer. (b) The replacement of a Lender pursuant to this Clause 38 clause 7.7 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower the Security Trustee;Agent; ​ ​ (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent to find a Replacement Lender; (iii) in no event shall the Lender replaced under this clause 7.7 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to assign or transfer its rights and (in the case of a transfer) its obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that assignment or transfer. (c) A Lender shall perform the checks described in paragraph (b)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (d) The Borrower shall, promptly (and in any case within five (5) Business Days) on demand, pay any replaced Lender and Replacement Lender the amount of all pre-agreed costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, Ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable VAT) reasonably incurred and properly evidenced by any of them in connection with the replacement of a Lender pursuant to this clause 7.7.

Replacement of Lender. If at any time (a) If at any time: (i) any Lender (other than an SPV Lender) the Borrower becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or obligated to pay additional amounts described in Sections 2.14, 2.15 or 2.16 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans pursuant to Clause 17.1 Section 2.14, any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other Person having similar powers, (Increased Costsb) any Lender becomes a "Nonconsenting Lender" (as defined below in this Section 2.18) or Clause 16.2 (Tax gross-upc) to any Lender in excess of amounts payable to the other Lenders generallybecomes a "Defaulting Lender", then either the Parent Agent or the Borrower may, on 5 ten (10) Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring causing such Lender to (and such Lender shall) transfer assign pursuant to Clause 27 (Changes to the Lenders) Section 15.1 all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") Eligible Assignee selected by the Parent, Borrower and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Advances and all accrued interest and Break Costs fees and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: hereunder; provided that (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security Trustee; Agent, (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Borrower to find a Replacement replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, in order for the Borrower or the Agent to be entitled to replace such a Lender;, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Agent of its failure to agree to any requested consent, waiver, or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 2.18, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver, or amendment in question requires the agreement of all Lenders in accordance with the terms of Section 16.1 and (z) Lenders whose Pro-Rata Shares aggregate 66 2-3% or more of the Commitments have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's and the Agent's right to replace a Defaulting Lender pursuant to this Section 2.18 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower or the Agent (as the case may be) against such Defaulting Lender under this Agreement, at law, in equity, or by statute.

Replacement of Lender. The Borrower shall be permitted to replace (with one or more replacement Lenders) any Lender: (a) If at any time: that does not consent to a waiver, amendment or modification pursuant to Section 10.1 that requires a vote of holders of 100% of the Lenders (provided, that, such replacement Lender consents to such waiver, amendment or modification) or (b) which requests reimbursement for, or is otherwise entitled to, amounts owing pursuant to Section 4.1, 4.3, 4.6 or 4.7; provided that (i) such replacement does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to the Borrower or such Lender (other than an SPV Lender) becomes a Non-Consenting or to which the Borrower or such Lender (as defined in paragraph (c) below); or or any of their respective property is subject, (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) no Default or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess Event of amounts payable to the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent Default shall have occurred and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable be continuing at the time of transfer equal such replacement (other than, in the case of a replacement predicated upon clause (a) above, the Default or Event of Default that is the subject of the vote referred to in clause (a) above), (iii) the replacement bank or institution shall purchase, at par all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 4.5 if any LIBO Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement (A) Term Loan Lender, if not already a Term Loan Lender, shall be reasonably satisfactory to the Administrative Agent and (B) Working Capital Lender shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.11.1 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 4.1, 4.3, 4.6 or 4.7, as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent, any Issuing Lender or any other Lender shall have against the replaced Lender, (ix) if such replacement bank or institution is not already a Lender, the Borrower shall pay to the Administrative Agent an administrative fee of $3,500 and (x) in the case of a replacement predicated upon clause (a) above, for the related vote referred to in clause (a) above, no more Lenders than Lenders holding 20% or more of the aggregate outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to replaced by the following conditions: Borrower (i) provided that the Parent shall have no right to Borrower may replace a single Lender holding greater than 20% of the Facility Agent or Borrower Security Trustee; (ii) neither aggregate outstanding principal amount of the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;Loans).

Replacement of Lender. If • the obligation of a Lender to make Eurodollar Loans is suspended under Section 9.4 (aIllegal Loans), • a Lender demands compensation or payment under Section 9.2 (Increased cost or reduced return), or Section 9.6 (Taxes on payments), or • a Lender’s senior unsecured debt is rated lower than BBB- by S&P, then the Borrowers may, on five (5) If at Business Days’ notice to the Administrative Agent and the Lender, select a replacement bank or banks (which may be one or more of the other Lenders) to purchase the Lender’s Loans and assume its Commitment. The purchase price for the Lender’s Loans shall be the sum of the unpaid principal amount of the Loans, with accrued interest, the Lender’s share of accrued but unpaid Fees and other amounts due to the Lender under this Agreement (including any time: amounts due under Section 1.20 (iFunding losses) any Lender (for each Loan so purchased on a date other than the last day of the Interest Period for the Loan) less the prorated portion of the Fees previously received by such Lender, from the date of such purchase through the last day of the applicable period for which the Fees had been paid. Upon the execution and delivery of an SPV assignment and assumption agreement substantially in the form of Exhibit G by such Lender and each replacement bank (and, if the replacement bank is not a Lender) becomes , with the subscribed consent of the Borrowers and the Administrative Agent), each such replacement bank shall be deemed to be, a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess ‘Lender’ for all purposes of amounts payable to this Agreement, and the Administrative Agent shall notify the other Lenders generally, then the Parent may, on 5 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documentsaccordingly. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13.1 (Increased Costs) or costs), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax Indemnity) to any Lender; or (iii) a Lender in excess of amounts payable gives notice to the other Lenders generallyAgent pursuant to Clause 10.3 (Market disruption), then the Parent Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification or notice continues (in the case of paragraphs (a)(ii)_and (iii) above) on 5 10 Business Days' prior written notice to the Facility Agent (or such shorter period as the Agent agrees) and such that Lender, replace such that Lender by requiring such that Lender to (and such and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 23 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderParties) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and (to the extent that the Agent has not given a notification under Clause 23.12 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 36.5 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent, the Security Agent or Borrower Security Trusteethe Thai Account Bank; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent to find a Replacement replacement Lender; (iii) in no event shall the Lender replaced under paragraph (a) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender. (c) A Lender shall perform the checks described in paragraph (b)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 90 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 90 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a "Non-Consenting Lender".

Replacement of Lender. (a) If at any time: (i) In the event any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged delivers to repay the Borrower any amount notice in accordance with Clause 7.1 (Illegality) Section 4.2 or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally4.3, then the Parent mayBorrower shall have the right, on 5 Business Days' prior written notice if no Default or Event of Default then exists, to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shallthe "Replaced Lender") transfer pursuant to Clause 27 with one or more additional banks or financial institutions (Changes to collectively, the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender"), provided, that (a) selected by the Parent, and which Replacement Lender is reasonably acceptable to the Facility Agent Administrative Agent, (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lenderb) for a purchase price in cash payable at the time of transfer any replacement pursuant to this Section 4.7, the Replacement Lender shall enter into one or more Assignment and Acceptance agreements pursuant to, and in accordance with the terms of, Section 11.2 (and with all processing and recordation fees payable pursuant to said Section 11.2 to be paid by the Replacement Lender or, at its option, the Borrower) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the outstanding sum of (i) the principal amount of such Lender's participation in the outstanding Loans of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and Break Costs and other amounts payable in relation thereto under (ii) all accrued, but theretofore unpaid, fees owing to the Finance Documents. (b) The replacement of a Replaced Lender pursuant to this Clause 38 Section 2.5, (c) all other obligations of the Borrower owing to the Replaced Lender (including all other obligations, if any, owing pursuant to Sections 4.2 and 4.3) shall be subject paid in full to the following conditions: (i) the Parent shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;such

Replacement of Lender. (a) 41.3.1 If at any time: (i) time any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) sub-clause 41.3.3 below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such : (a) cancel the Commitment of the Non-Consenting Lender by requiring at the next interest payment or rollover date; or (b) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a another Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 41.3.2 The replacement of a Lender pursuant to this Clause 38 41.3 shall be subject to the following conditions: (ia) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 10 Business Days after the date the Non-Consenting Lender notifies the Parent Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Parent Company; and (d) in no event shall the Lender replaced under this Clause 41.3 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. 41.3.3 In the event that: (a) the Parent or the Facility Agent (at the request of the Parent Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (b) the waiver or amendment in question requires the consent of all the Lenders; and (c) Lenders whose Commitments aggregate 85 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 85 per cent. or more of the Total Commitments prior to that reduction) have consented to such waiver or amendment, then any Lender who has declined or failed to consent or provide approval by the later of (i) the date nominated by the Facility Agent in the request to the Lenders as a deadline for response, and (ii) 3 Business Days after such 85 per cent. Lender approval or consent has been received shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. ​ (a) If at any time:If: ​ (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); oror ​ ​ (ii) an any Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax indemnity) to any Lender; or ​ (iii) any Lender in excess becomes a Defaulting Lender or ceases to have a rating for its long-term unsecured and non credit-enhanced debt obligations of amounts payable to the other Lenders generallyA- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency, ​ then the Parent Company may, on 5 fifteen (15) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. . ​ On or after the delivery of the notice under this paragraph (a), the Company shall deliver a Transfer Certificate complying with Clause 21.5 (Procedure for transfer) and any other related documentation to effect the transfer, which Transfer Certificate and any other related documentation to effect the transfer (if attached) shall be promptly (and by no later than the later of (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation) executed by the relevant Lender subject to the replacement (the “Replaced Lender”) and returned to the Company and the Agent. Notwithstanding the requirements of Clause 21 (Changes to the Lenders) or any other provisions of the Finance Documents (save only for the conditions set out in paragraph (b) The replacement below, which continue to apply), if a Replaced Lender does not execute and return (as applicable) a Transfer Certificate and all other related documentation to effect the transfer as required by this paragraph (a) on or before the later of a Lender pursuant (i) 15 (fifteen) Business Days after delivery by the Company of such notice and (ii) 3 (three) Business Days after delivery by the Company of such Transfer Certificate and all other related documentation and none of the conditions set out in paragraphs (b) below remain to this Clause 38 shall be subject to the following conditions: satisfied in respect of that transfer, (i) the Parent relevant Replaced Lender shall have no right to replace be a Defaulting Lender for all purposes under the Facility Agent or Borrower Security Trustee; Finance Documents, (ii) neither the Facility Agent nor may (and is authorised and required by each Finance Party to) execute, without requiring any further consent or action from any other party, a Transfer Certificate and any other related documentation to effect the transfer on behalf of the relevant Replaced Lender which is required to transfer its rights and obligations under this Agreement pursuant to this paragraph (a) which shall be effective for the purposes of Clause 21.5 (Procedure for transfer) and (iii) to the extent that any transfer purported to be effected by this Clause is not effective, the relevant Replaced Lender shall have indemnify and hold the Agent and each applicable Replacement Lender harmless against any obligation loss or liability incurred by such person as result of the Replaced Lender’s failure to execute and ​ ​ ​ return the relevant transfer documentation (but excluding any such failure due to the Parent non-compliance of any necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to find a that transfer) and account to each applicable Replacement Lender;Lender for all applicable principal and accrued amounts of interest (if any) unless and until such transfer is effected. The Agent shall not be liable in any way for any action taken by it pursuant to this paragraph (a) and, for the avoidance of doubt, the provisions of Clause 24.9 (Exclusion of liability) shall apply in relation thereto.

Replacement of Lender. (a) If at any time36.6.1 If: (i) 36.6.1.1 any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) Clause 36.6.4 below); or (ii) 36.6.1.2 an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 14.2 (Tax Gross-Up), Clause 14.3 (Tax Indemnity) or Clause 15 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes Change to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and (to the extent that the Agent has not given a notification under Clause 25.8 (Pro-Rate Interest Settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents. Such transfer shall be deemed (subject to satisfaction of Clause 25.5.2 (Conditions of Transfer)) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate executed by it to the Lender concerned and pays the relevant amount to the Agent. (b) 36.6.2 The replacement of a Lender pursuant to this Clause 38 36.6 shall be subject to the following conditions: (i) 36.6.2.1 the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) 36.6.2.2 neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; 36.6.2.3 in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date on which that Lender is deemed a Non-Consenting Lender; 36.6.2.4 in no event shall the Lender replaced under this Clause 36.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and 36.6.2.5 the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 36.6.1 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 36.6.3 A Lender shall perform the checks described in Clause 36.6.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ▇▇▇▇▇▇’s participation in the outstanding Loans and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 35.5 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in no event shall the Lender replaced under this Clause 35.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any time:time any Finance Party becomes, (i) any Lender (other than an SPV a Defaulting Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or; (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 Increased Costs Lender; (Illegalityiii) or to pay additional amounts pursuant to Clause 17.1 a Sanctioned Person; (Increased Costsiv) or Clause 16.2 a Non-Consenting Lender; or (Tax gross-upv) to any Lender in excess of amounts payable to the other Lenders generallya Market Disruption Lender, then the Parent Company may, on 5 five (5) Business Days' ’ prior written notice (a “Replacement Notice”) to the Facility Agent and such Lender, Finance Party (a “Replaced Finance Party”), (A) replace such Lender by requiring such Lender Replaced Finance Party to (and and, to the extent permitted by law, such Lender Replaced Finance Party shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity person (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender Replaced Finance Party in accordance with Clause ‎(a) (including Changes to the assumption of Lenders) on such dates as specified in the transferring Lender's participations on the same basis as the transferring Lender) Replacement Notice for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's Replaced Finance Party’s participation in the outstanding Loans and all accrued interest and (to the extent that the Agent has not given a notification under Clause ‎‎27.14 (Pro rata interest settlement)), Break Costs (if any) and other amounts payable in relation thereto under the Finance Documents; (B) prepay (or procure that another member of the Group prepays), on such dates as specified in the Replacement Notice, all or any part of such L▇▇▇▇▇’s participation in the outstanding Loan or Ancillary Outstandings and all related accrued interest Break Costs (if any) and other amounts payable in relation thereto under the Finance Documents in respect of such participation; and/or (C) cancel all or part of the undrawn Commitments, or Ancillary Commitments, of that Replaced Finance Party on such dates as specified in the Replacement Notice, provided that, in each case, the Company or any other member of the Group shall not be required to pay any prepayment fees or penalties (however described) payable under this Agreement or any other Finance Document. (b) The replacement of a Lender Replaced Finance Party pursuant to this Clause 38 ‎‎39.8 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than sixty (60) Business Days after the date on which that Replaced Finance Party is deemed a Non-Consenting Lender, a Defaulting Lender, a Market Disruption Lender, an Increased Costs Lender, or a Sanctioned Person, as the case may be) on each occasion such Lender is a Non-Consenting Lender, a Defaulting Lender, a Market Disruption Lender, an Increased Costs Lender or a Sanctioned Person; (iv) in no event shall the Replaced Finance Party be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Replaced Finance Party shall only be obliged to transfer its rights and obligations pursuant to paragraph ‎(a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor time the Company becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to described in Clause 17.1 10 (Taxes), 11.1 (Illegality), Clause 11.2 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent may, Company may on 5 10 Business Days' prior written notice to the Facility Agent and such Lender, Lender replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 20.2 (Changes to Assignments and transfers by the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other another bank, financial institution, trust, trust fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to Company (following consultation with the Facility Agent (acting reasonably), Agent) which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations participation on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Loan and all accrued interest and Break Costs fees and other amounts payable in relation thereto under the Finance Documentsto that Lender hereunder. (b) The replacement of a Lender pursuant to this Clause 38 11.4 (Replacement of Lender) shall be subject to the following conditions: (i) the Parent shall have no right to replace neither the Facility Agent or Borrower nor the Security TrusteeAgent (in their capacities as such) may be replaced without the consent of the Majority Lenders; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Company to find a Replacement replacement Lender or other such entity; (iii) such replacement must take place no later than 180 days after the date the relevant Lender has demanded payment of additional or increased amounts under Clause 10 (Taxes), Clause 11.1 (Illegality) or Clause 11.2 (Increased Costs) as the case may be; (iv) the Lender thereby replaced shall not be required to pay or surrender to such replacement Lender or other entity any of the fees received by or accrued due to such Lender replaced pursuant to this Agreement; and (v) to the extent that the replacement of a Lender results from the Company becoming obliged to pay additional amounts pursuant to Clause 10 (Taxes) or Clause 11.2 (Increased Costs) this provision will not release the Company from its obligations to pay any such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts (which have been notified to the Company) shall be a condition to the replacement of such Lender;.

Replacement of Lender. 34.4.1 If: (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowClause 34.4.4); or (iib) an Obligor the Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 12.2 (Tax gross-up), Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased costs) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower may, on 5 ten (10) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Loan and all accrued interest, (to the extent that the Agent has not given a notification under Clause 24.9 (Pro rata interest and settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) 34.4.2 The replacement of a Lender pursuant to this Clause 38 34.4 shall be subject to the following conditions: (ia) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (iib) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (c) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than fourteen days after the date on which that Lender is deemed a Non-Consenting Lender; (d) in no event shall the Lender replaced under this Clause 34.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (e) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.4.1 once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. 34.4.3 A Lender shall perform the checks described in Clause 34.4.2

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 6.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 12.1 (Increased Costs) or costs), Clause 16.2 11.2 (Tax gross-up) or Clause 11.3 (Tax indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower may, on 5 20 Business Days' ’ prior written notice to the Facility Agent, the Security Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the Parent, Borrower and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 22 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans and all accrued interest and Break Costs interest, Make Whole (for the avoidance of doubt, whilst the Original Lender is the sole Lender, Make Whole will only apply to Clause 37.4(a)(i)) and other amounts payable in relation thereto under the Finance Documents. (b) If a Replacement Lender cannot be appointed in accordance with Clause 37.4(a)(ii) above, the Borrower shall then have the right to repay that part of the Lender’s participation of the Loan in respect of which such obligation of the Obligor under Clause 37.4(a)(ii) has arisen. (c) The replacement of a Lender pursuant to this Clause 38 37.4 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither none of the Facility Agent, the Security Agent nor the or any Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 60 days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 37.4 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (d) A Lender shall perform the checks described in paragraph (c)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (e) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than eighty five per cent. (85%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than eighty five per cent. (85%) of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. (a) If at any time: (i) time any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Obligor’s Agent may, on 5 20 (twenty) Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, bank or financial institution, institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and represents that it is a FATCA Exempt Party (other than to an Obligor or an Obligor’s Affiliate) (a "Replacement Lender") selected by the ParentObligor’s Agent (provided that such transfer must be made in compliance with the Non-Bank Rules and it being agreed that each of the transferring Lender and the Obligor’s Agent may, without independent verification, rely on the status confirmation made by the Replacement Lender in the Transfer Agreement), and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash Cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent The Obligor’s Agent shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender to be replaced shall have any obligation to the Parent Obligor’s Agent to find a Replacement Lender; (iii) such re-placement must take place no later than 20 (twenty) Business Days after the earlier of the date on which (x) the Non-Consenting Lender notifies the Obligor’s Agent and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Obligor’s Agent, or (y) the Agent informs the Lenders and the Obligor’s Agent that a certain Lender is deemed as Non-Consenting Lender in accordance with paragraph (d) below; (iv) in no event shall the Lender replaced under this Clause 29 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Obligor’s Agent when it is satisfied that it has complied with those checks. d) In the event that: (i) the Obligor’s Agent or the Agent (at the request of the Obligor’s Agent) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 66.67 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66.67 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 13.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 21.1 (Increased Costs) or Clause 16.2 20.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "“Replacement Lender"”) selected by the ParentCompany, and which is acceptable to (in the Facility Agent case of any transfer of a Commitment) (i) the Issuing Bank (if one has been appointed) and (ii) the Alternative L/C Fronting Bank (in the case of a transfer from an Fronted Alternative L/C Lender each acting reasonably), ) which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and and/or Letter of Credit fees and/or Alternative L/C Utilisation fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 20 Business Days after the date the Non-Consenting Lender notifies the Company and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Company; (iv) in the event of a replacement of a Non-Consenting Lender immediately following the transfer of a transferring Lender’s participations to the Replacement Lender, unanimous consent to the request for consent, waiver or amendment will be obtained; and (v) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender” on the date falling 10 Business Days after the date on which such consent, waiver or amendment was requested.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costscosts), Clause 14.2 (Tax gross- up) or Clause 16.2 14.3 (Tax gross-upindemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Company may, on 5 15 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 46.5 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent, the Security Agent or Borrower the Secondary Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 20 Business Days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 46.5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate at least 75% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 75% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an a Relevant Obligor becomes obliged to repay any amount in accordance with Clause 7.1 18.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 26.1 (Increased Costscosts) or paragraph (c) of Clause 16.2 25.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Company may, on 5 1 Business Days' Day’s prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement pursuant to Clause 34 (Changes To The Lenders) to a Lender or other bank, financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a "“Replacement Lender"”) selected by the ParentCompany, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender, such replacement must take place no later than 10 Business Days after the date of the Company’s notice referred to in paragraph (a) above; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or agree to a waiver or amendment of, any provisions of the Finance Documents or the entry into of any Finance Document or other document (including any document which may bind any of the Finance Parties); (ii) the consent, waiver, amendment or entry in question requires the consent of all the Lenders; and (iii) Lenders and/or Hedge Counterparties whose Voting Entitlements aggregate more than 80 per cent. of the Voting Entitlements of all Lenders and Hedge Counterparties have consented or agreed to such consent, waiver, amendment or entry, then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

Replacement of Lender. If * the obligation of a Lender to make Eurodollar Loans is suspended under Section 9.4 (aIllegal Loans), * a Lender demands compensation or payment under Section 9.2 (Increased cost or reduced return), or Section 9.6 (Taxes on payments), or * a Lender's senior unsecured debt is rated lower than BBB- by S&P, then the Borrowers may, on five Business Days' notice to the Administrative Agent and the Lender, select a replacement bank or banks (which may be one or more of the other Lenders) If at to purchase the Lender's Loans and assume its Commitment. The purchase price for the Lender's Loans shall be the sum of the unpaid principal amount of the Loans, with accrued interest, the Lender's share of accrued Unused Fees and other amounts due to the Lender under this Agreement (including any time: amounts due under Section 1.20 (iFunding losses) any Lender (for each Loan so purchased on a date other than the last day of the Interest Period for the Loan). Upon the execution and delivery of an SPV assignment and assumption agreement substantially in the form of Exhibit G by such Lender and each replacement bank (and, if the replacement bank is not a Lender) becomes , with the subscribed consent of the Borrowers and the Administrative Agent), each such replacement bank shall be deemed to be, a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 (Increased Costs) or Clause 16.2 (Tax gross-up) to any Lender in excess 'Lender' for all purposes of amounts payable to this Agreement, and the Administrative Agent shall notify the other Lenders generallyaccordingly. 10 Miscellaneous 10.1 Notices Except as otherwise stated, then all notices, requests, consents and other communications to any party to this Agreement shall be in writing. For purposes of this Section 10.1 (writing) shall include writings in any form that provides the Parent mayrecipient, using the systems routinely used by the recipient for communication, with a permanent record and a human-readable text. All notices to a party shall be given at the addresses, telecopy number or other electronic addresses or by other methods set forth on 5 Business Days' prior written Schedule 3 or at such other addresses, numbers or by such other reasonable methods as such party may specify for the purpose by notice to the Facility Administrative Agent and such Lenderthe Borrowers (each a "Notice Address"). Each notice, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations request, consent or other communication given under this Agreement to a Lender shall be effective when received at the number or other bank, financial institution, trust, fund address or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender method specified pursuant to this Clause 38 Section 10.1. Any requirement in this Agreement that a notice or other communication be 'prompt' or be given 'promptly' shall mean that such notice or other communication shall promptly be subject to the following conditions: transmitted by telephone (i) the Parent shall have no right to replace the Facility Agent if oral notice is permitted), bank wire, telex, telecopy, computer link or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender;other means that normally provides nearly instantaneous transmission.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (cd) below); or (ii) an Obligor the Borrower becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 13.1 (Increased Costs) or ), Clause 16.2 12.2 (Tax gross-up) or Clause 12.3 (Tax Indemnity) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent Borrower may, on 5 ten Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 21 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity an Eligible Institution (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderFinance Parties) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such LenderL▇▇▇▇▇'s participation in the outstanding Loans and all accrued interest and Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 34.5 (Replacement of Lender) shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower the Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent any Obligor to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than ten Business Days after the date on which that L▇▇▇▇▇ is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 34.5 (Replacement of Lender) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Borrower when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Borrower or the Facility Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate, in the case of a consent, waiver or amendment requiring the approval of all the Lenders, more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments prior to that reduction), have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a "Non-Consenting Lender".

Replacement of Lender. (a) If at any time:If (i) at any time any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or) or a Non-Funding Lender; (ii) an Obligor becomes obliged required to repay any amount in accordance with Clause 7.1 9.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 17 (Increased Costs) or ), Clause 16.2 (Tax grossGross-up) or Clause 16.3 (Tax Indemnity) to any Lender; or (iii) any Lender in excess of amounts payable to the other Lenders generallyinvokes Clause 14.3 (Market Disruption), then the Parent Company may, on 5 five Business Days' ’ prior written notice to the Facility Agent and such Lender, : 124 63529049_1 (iv) replace such Lender by requiring such Lender to (and such Lender shall) assign or transfer pursuant to this Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, bank or financial institution, trust, fund institution or to a Fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), Company which confirms its willingness to assume and does assume all the obligations of the assigning or transferring Lender (including the assumption of the assigning or transferring Lender's ’s participations on the same basis as the assigning or transferring Lender) for a purchase price in cash payable at the time of assignment or transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans, all accrued interest (and any Break Costs) and fees and other amounts payable hereunder; or (v) prepay that Lender all but not part of its share in its outstanding Loans and all accrued interest and Break Costs fees and other amounts payable in relation thereto to it under the Finance Documentsthis Agreement and cancel that Lender’s Available Commitments. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Company to find a Replacement Lender; and (iii) in no event shall the Lender replaced under this Clause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents; (ii) the waiver or amendment in question requires the consent of all of the Lenders or all of a class of affected Lenders; (iii) if the waiver or amendment in question requires the consent of all of the Lenders, the Majority Lenders have consented to such waiver or amendment; and 125 63529049_1 (iv) if the waiver or amendment in question requires the consent of all of a class of affected Lenders, Lenders whose Commitments aggregate more than 50% of the Commitments of Lenders in that class and not taking into account any Commitments in relation to which a prepayment or cancellation notice has been served in accordance with Clause 9 (Illegality, Voluntary Prepayment and Cancellation) have consented to such waiver or amendment, then any Lender who refuses to agree to such waiver or amendment shall be deemed a Non‑Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 15.1 (Increased Costs) or Clause 16.2 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Parent Borrower may, on 5 15 Business Days' ’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the ParentBorrower, and which is acceptable to the Facility Agent (acting reasonably), ) which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's ’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Utilisations and all accrued interest and and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 shall be subject to the following conditions: (i) the Parent Borrower shall have no right to replace the Facility Agent or Borrower Security Trustee; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Borrower to find a Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than five days after the date the Non-Consenting Lender notifies the Borrower and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Borrower; and (iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents. (c) In the event that: (i) the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

Replacement of Lender. (a) If at any time: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) below); or (ii) an Obligor time the Company becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to described in Clause 17.1 10 (Taxes), 11.1 (Illegality), Clause 11.2 (Increased Costs) or Clause 16.2 11.4 (Tax gross-upChange in Market Conditions) to any Lender in excess of amounts payable to the other Lenders generallyLender, then the Parent may, Company may on 5 10 Business Days' ’ prior written notice to the Facility Agent and such Lender, Lender replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 20.2 (Changes to Assignments and transfers by the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other another bank, financial institution, trust, trust fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to Company (following consultation with the Facility Agent (acting reasonably), Agent) which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations ’s participation on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's ’s participation in the outstanding Loans Loan and all accrued interest and Break Costs fees and other amounts payable in relation thereto under the Finance Documentsto that Lender hereunder. (b) The replacement of a Lender pursuant to this Clause 38 11.5 shall be subject to the following conditions: (i) the Parent shall have no right to replace neither the Facility Agent or Borrower nor the Security TrusteeAgent (in their capacities as such) may be replaced without the consent of the Majority Lenders; (ii) neither the Facility Agent nor the any Lender shall have any obligation to the Parent Company to find a Replacement replacement Lender or other such entity; (iii) such replacement must take place no later than 180 days after the date the relevant Lender has demanded payment of additional or increased amounts under Clause 10 (Taxes), Clause 11.1 (Illegality) or Clause 11.2 (Increased Costs) as the case may be; (iv) the Lender hereby replaced shall not be required to pay or surrender to such replacement Lender or other entity any of the fees received by or accrued due to such Lender replaced pursuant to this Agreement; and (v) to the extent that the replacement of a Lender results from the Company becoming obliged to pay additional amounts pursuant to Clause 10 (Taxes) or Clause 11.2 (Increased Costs) this provision will not release the Company from its obligations to pay any such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts (which have been notified to the Company) shall be a condition to the replacement of such Lender;.

Replacement of Lender. (a) If at any timeIf: (i) any Lender (other than an SPV Lender) becomes a Non-Consenting Lender (as defined in paragraph (c) belowclause 40.6(d); or); (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 clause 10.1 (Illegality) or to pay additional amounts pursuant to Clause 17.1 clause 15.4 (Market disruption) or clause 18.1 (Increased Costs) or Clause 16.2 costs), clause 17.2 (Tax gross-up) or clause 17.3 (Tax indemnity) to any Lender; or (iii) any Lender in excess of amounts payable to the other Lenders generallybecomes a Competitor, then the Parent Company may, on 5 10 Business Days' prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably), Company and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with clause 28 (including Changes to the assumption of the transferring Lender's participations on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans Utilisations and all accrued interest and interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (b) The replacement of a Lender pursuant to this Clause 38 clause 40.6 shall be subject to the following conditions: (i) the Parent Company shall have no right to replace the Facility Agent or Borrower Security TrusteeAgent; (ii) neither the Facility Agent nor the Lender shall have any obligation to the Parent Company to find a Replacement Lender; (iii) the transfer to such Replacement Lender shall be deemed to occur 3 Business Days' following delivery of the relevant Transfer Certificate to the Agent, payment of the purchase price by the Lender to the Replacement Lender as required pursuant to clause 40.6(a) and subject to satisfaction with clause 40.6(b)(v); 10-16526587-2\13845-2639 156 (iv) in no event shall the Lender replaced under this clause 40.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and (v) the Lender shall only be obliged to transfer its rights and obligations pursuant to clause 40.6(a) once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (c) A Lender shall perform the checks described in clause 40.6(b)(v) as soon as reasonably practicable following delivery of a notice referred to in clause 40.6(a) and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (d) In the event that: (i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents; (ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) Lenders whose Commitments aggregate at least 80% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 80% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendments shall be deemed a Non-Consenting Lender.