Replacement of Non-Extending Lenders. Subject to the satisfaction of the minimum extension requirement in [Section 2.14(d)] and the other conditions to the effectiveness of any such extension set forth in [Section 2.14(f)], the Borrowers shall have the right (but not the obligation), in their sole discretion, to, no later than the date that occurs sixty (60) days following the applicable Anniversary Date, elect to replace any Non-Extending Lender by causing such Non-Extending Lender to assign and delegate, without recourse, its interests, rights and obligations as a Lender under this Agreement and the related Loan Documents to one or more existing Lenders or Eligible Assignees pursuant to the terms of [Section 11.13].

The Administrative Agent shall have received from the Company, for the account of # each Extending 2020 Revolving Lender, a fee in an amount equal to 0.03% of the lesser of # such Extending 2020 Revolving Lender’s (or its affiliates’) aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and # such Extending 2020 Revolving Lender’s (or its affiliates’) existing 2020 Revolving Commitments (after giving effect to any assignments of existing 2020 Revolving Commitments to such Extending 2020 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2020 Revolving Commitments by such Extending 2020 Revolving Lender (or its affiliates), in each case on or prior to the Amendment Effective Date) immediately prior to the Amendment Effective Date, # each Extending 2020 Revolving Lender, a fee in an amount equal to 0.12% of such Extending 2020 Revolving Lender’s aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the amount referred to in [clause (i)] for such Extending 2020 Revolving Lender, # each Extending 2022 Revolving Lender, a fee in an amount equal to 0.03% of the lesser of # such Extending 2022 Revolving Lender’s (or its affiliates’) aggregate 2023 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and # such Extending 2022 Revolving Lender’s (or its affiliates’) existing 2022 Revolving Commitments (after giving effect to any assignments of existing 2022 Revolving Commitments to such Extending 2022 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2022 Revolving Commitments by such Extending 2022 Revolving Lender (or its affiliates), in each case on or prior to the Amendment Effective Date) immediately prior to the Amendment Effective Date and # each Extending 2022 Revolving Lender, a fee in an amount equal to 0.20% of such Extending 2022 Revolving Lender’s aggregate 2023 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the amount referred to in [clause (iii)] for such Extending 2022 Revolving Lender.

In connection with any assignment by a Non-Extending Lender under [Section 2.23(e)(i)], if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such assignment by the later of # the date on which the new Lender executes and delivers such Assignment and Assumption and/or such other documentation and # the date as of which all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Lead Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender.

If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrowers may, on notice to the Administrative Agent and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to [Section 11.06] (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; provided, further, that all obligations of the Borrowers owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption. In connection with any such replacement under this [Section 2.16], if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption by the later of # the date on which the replacement Lender executes and delivers such Assignment and Assumption and # the date as of which all obligations of the Borrowers owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption as of such date and ESI shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Non-Extending Lender.

the Company may elect by notice to the ​ and such Non-Extending Lender that the Termination Date of such Non-Extending Lender be changed to a date (which date shall be specified in such notice) on or prior to such immediately succeeding Anniversary Date (and, upon the giving of such notice, the Termination Date of such Non-Extending Lender shall be so changed); or

Extension. Each undersigned lender other than the lender listed on [Schedule I] hereto (such lender, the “Non-Extending Lender” and each other lender party hereto, an “Extending Lender” and together, the “Extending Lenders”) hereby agrees to amend the Credit Agreement to extend, effective on the Amendment Effective Date, the Termination Date under the Credit Agreement in respect of such Extending Lender’s Commitment for one year to ​ and by their acceptance hereof the Borrowers hereby confirm that the conditions set forth in [[Section 2.19(b)(i) and (ii)])]])] of the Credit Agreement are satisfied as to such extension. For the avoidance of doubt, the Termination Date under the Credit Agreement with respect to the Non-Extending Lender’s Commitment shall be the “Termination Date” under the Credit Agreement as in effect immediately prior to the Amendment Effective Date and the Non-Extending Lender is party to this Amendment solely for purposes of consenting to the amendments set forth in [Section 3] below and not for purposes of this [Section 2].

If (and only if), by the Response Date, ​ holding Commitments that aggregate more than 50% of the total Commitments shall have agreed to extend the Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective as of the Existing Maturity Date, the Maturity Date for such Extending ​ shall be extended to the first anniversary of the Existing Maturity Date (subject to satisfaction of the conditions set forth in [Section 2.25(d)]. In the event of such extension, the Commitment of each Non-Extending Lender shall terminate on the Existing Maturity Date in effect for such Non-Extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and, subject to [Section 2.25(c)] below, the total Commitments hereunder shall be reduced by the Commitments of the Non-Extending ​ so terminated on such Existing Maturity Date.

The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Required Lenders, each Extending 2020 Revolving Lender, each Extending 2022 Revolving Lender, the Administrative Agent, the Brazilian Administrative Agent, the RMB Administrative Agent, each Issuing Lender and each Swingline Lender.

“Non-Extending Lender” has the meaning set forth in [Section 2.21(a)].

“Extending Revolving Credit Lender” has the meaning specified in [Section 2.17(b)].

“Extending Term Lender” has the meaning set forth in ‎[Section 2.16(c)].

“Extending Lender” means # each Lender that has agreed to extend its Commitment pursuant to the Sixth Amendment, # each Non-Extending Lender that has agreed after the Sixth Amendment Effective Date to become an “Extending Lender” hereunder (which agreement shall be in form and substance reasonably satisfactory to the Borrower and the Administrative Agent), # any Assuming Lender that becomes a party hereto on or after the Sixth Amendment Effective Date and # any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Commitment or to acquire Revolving Credit Exposure from any such Extending Lender, as applicable; in each case, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.

any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.

Lender Meetings. Borrowers will, within 30 days after delivery of the annual audited financial statements of Borrowers for each fiscal year, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrowers and their Subsidiaries and the projections presented for the current fiscal year of Administrative Borrower.

Lender Representations. Lender hereby represents that it is an “accredited investor” (as defined in 17 CFR 230.501 # ​). Lender further represents that Lender has not been formed for the purpose of making this investment, that Lender is acquiring the promissory note(s), warrants, and securities herein for its own account and for investment purposes only and has no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision thereof. Lender further agrees that it will not distribute, transfer, assign, sell, or by any other means transfer ownership of, or any rights to, the promissory note(s) without prior approval of the Companies.

in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender or a Non-Extending Lender, the applicable assignee shall have consented to the applicable amendment, waiver, consent or Extension Offer.

effective as of the Consent Date, the Termination Date of each Extending Lender shall be extended to the New Termination Date;

the Company may replace such Non-Extending Lender as a party to this Agreement in accordance with [Section 2.15(c)]; and