If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 13.1 hereof requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Senior Interim Loan Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that # all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment and # the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6 hereof.

If any Lender (such Lender, a “Non-“Non-Consenting Lender”Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination thatwhich pursuant to the terms of Section 13.1 hereof[Section 9.08] requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Senior Interim Loan Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that # all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignmentassignment, and # the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment,assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6 hereof.9.04.

If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination thatwhich, pursuant to the terms of Section 13.1 hereof10.08, requires the consent of all of the Lenders affected andsuch Lender with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, theeach Borrower shallwill have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to replace such Non-Consenting Lender by requiringdeeming such Non-Consenting Lender to assignhave assigned its Loans,Loans and its Senior Interim Loan Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Bank to the extent the consent of such Person would be required under Section 10.04; provided that # all Obligations of the BorrowerBorrowers owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.15, 2.16 or 2.17) being removed or replaced shallwill be paid in full to such Non-Consenting Lender concurrently with such assignment and # the replacement Lender shallwill purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, which will be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower,Borrowers, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shallwill otherwise comply with Section 13.6 hereof.10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Borrowers’ request therefor, compliance with Section 10.04 will not be required to effect such assignment.

IfIf, in connection with any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment,change, waiver, discharge or termination that pursuantof or to any of the termsprovisions of this Agreement and/or any other Loan Document as contemplated by Section 13.1 hereof requires11.01, the consent of alleach Lender, each Lender or each affected Lender, as applicable, is required and the consent of the Lenders affectedRequired ​ at such time is obtained but the consent of one or more of such other ​ whose consent is required is not obtained (each such other Lender, a “Non-Consenting Lender”) then the Borrowers may, on notice to the Administrative Agent and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) toLender, # replace such Non-Consenting Lender by requiringcausing such Non-Consenting 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 Loans,rights and its Senior Interim Loan Commitments hereunderobligations under this Agreement to one or more assignees reasonably acceptableassignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Administrative Agent, providedBorrowers to find a replacement Lender; provided, further, that #the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this Agreement and/or the other Loan Documents; and provided, further, that all Obligationsobligations of the BorrowerBorrowers owing to suchthe Non-Consenting Lender being replacedrelating to the Loans, commitments and participations so assigned shall be paid in full by the assignee Lender (or, at their option, by the Borrower) to such Non-Consenting Lender concurrently with such assignmentAssignment and Acceptance or # prepay the replacement Lender shall purchaseLoans and, if applicable, terminate the foregoing by paying tocommitments of such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon.Lender, in whole or in part, without premium or penalty. In connection with any such assignment,replacement under this Section 11.01, if the Borrower,Non-Consenting Lender does not execute and deliver to the Administrative Agent,Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of # the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and # the date as of which all obligations of the Borrowers owing to the Non-Consenting Lender relating to the Loans, commitments and participations so assigned shall be paid in full by the assignee Lender to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the replacement LenderBorrowers shall otherwise comply with Section 13.6 hereof.be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting Lender.

If any Lender (such Lender,requests compensation under [Section 3.04], or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to [Section 3.01], a “Non-Lender (a “Non-Consenting Lender”Lender”) has failed todoes not consent to a proposed amendment,change, waiver, discharge or termination with respect to any Loan Document that pursuant tohas been approved by the terms of Section 13.1 hereofAdministrative Agent and Required Lenders as provided in [Section 11.01] but requires theunanimous consent of all ofLenders or all Lenders directly affected thereby (as applicable) or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall haveBorrowers the right (unless such Non-Consenting Lender grants such consent) to replace a Lender as a party hereto, then the Borrowers may, at their sole expense and effort, upon notice to such Non-Consenting Lender by requiringand the Administrative Agent, require such Non-Consenting Lender to assign its Loans, and its Senior Interim Loan Commitments hereunder to one or more assignees reasonably acceptabledelegate, without recourse (in accordance with and subject to the Administrative Agent, provided that #restrictions contained in, and consents required by, [Section 10.06]), all Obligations of the Borrower owingits interests, rights (other than its existing rights to such Non-Consenting Lender being replaced shall be paid in fullpayments pursuant to such Non-Consenting Lender concurrently with such assignment[Sections 3.01 and # the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued3.04]4]) and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lenderobligations under this Agreement and the replacementrelated Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender shall otherwise comply with Section 13.6 hereof.accepts such assignment), provided that:

IfIf, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender (such Lender,affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting Lender”) has failed, then the Borrowers may elect to consentreplace a Non-Consenting Lender as a Lender party to a proposed amendment, waiver, dischargethis Agreement, provided that, concurrently with such replacement, # another bank or termination thatother entity which is reasonably satisfactory to the Borrowers, the Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the termsNon-Consenting Lender to be terminated as of such date and to comply with the requirements of [clause (b) of Section 13.1 hereof requires9.04], and # the consent of all of the Lenders affected and with respectBorrowers shall pay to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grantsin same day funds on the day of such consent)replacement # all interest, fees and other amounts then accrued but unpaid to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Senior Interim Loan Commitmentsthe Borrowers hereunder to one or more assignees reasonably acceptable toand including the Administrative Agent, provided that # all Obligationsdate of the Borrower owingtermination, including without limitation payments due to such Non-Consenting Lender being replaced shall be paid in fullunder [Sections 2.15 and 2.17]7], and # an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under [Section 2.16] had the Loans of such Non-Consenting Lender concurrently withbeen prepaid on such assignment and #date rather than sold to the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6 hereof.Lender.

IfIf, in connection with any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, dischargewaiver or terminationconsent requiring the consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided, that, concurrently with such replacement, # another bank or other entity which is reasonably satisfactory to the Borrower, the Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of [clause (b) of Section 9.04], and # the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement # all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and # an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of Section 13.1 hereof requiresthis [Section 9.20(d)] may be effected pursuant to an Assignment and Assumption executed by the consent of all ofBorrower, the Lenders affectedAdministrative Agent and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists,assignee and that the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Senior Interim Loan Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that # all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently withmaking such assignment and # the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lenderneed not be a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6 hereof.party thereto.

IfIf, in connection with any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, dischargewaiver or termination that pursuant to the terms of Section 13.1 hereof requiresconsent requiring the consent of all“each Lender” or “each Lender directly affected thereby,” the consent of the Lenders affectedRequired ​ is obtained, but the consent of other necessary ​ is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “ Non-Consenting Lender”), then ​ may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, # another bank or other entity which is reasonably satisfactory to ​, the Administrative Agent and each Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non -Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with respect to which the Required Lenders shall have granted their consent, then provided no Eventrequirements of Default then exists, the[clause (b) of Section 8.04], and # each Borrower shall have the right (unlesspay to such Non-Consenting Lender grantsin same day funds on the day of such consent)replacement # all interest, fees and other amounts then accrued but unpaid to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Senior Interim Loan CommitmentsBorrower hereunder to one or more assignees reasonably acceptable toand including the Administrative Agent, provided that # all Obligationsdate of the Borrower owingtermination, including without limitation payments due to such Non-Consenting Lender being replaced shall be paid in fullunder [Sections 2.15 and 2.17]7], and # an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under [Section 2.16] had the Loans of such Non-Consenting Lender concurrently withbeen prepaid on such assignment and #date rather than sold to the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6 hereof.Lender.

If any Lender (such Lender,requests compensation under [Section 3.04], or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, a “Non-Lender (a “Non-Consenting Lender”Lender”) has failed todoes not consent to a proposed amendment,change, waiver, discharge or termination with respect to any Loan Document that pursuant tohas been approved by the terms of Section 13.1 hereofAdministrative Agent and Required Lenders as provided in [Section 11.01] but requires theunanimous consent of all ofLenders or all Lenders directly affected thereby (as applicable) or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall haveBorrowers the right (unless such Non-Consenting Lender grants such consent) to replace a Lender as a party hereto, then the Borrowers may, at their sole expense and effort, upon notice to such Non-Consenting Lender by requiringand the Administrative Agent, require such Non-Consenting Lender to assign its Loans, and its Senior Interim Loan Commitments hereunder to one or more assignees reasonably acceptabledelegate, without recourse (in accordance with and subject to the Administrative Agent, provided that #restrictions contained in, and consents required by, [Section 10.06]), all Obligations of the Borrower owingits interests, rights (other than its existing rights to such Non-Consenting Lender being replaced shall be paid in fullpayments pursuant to such Non-Consenting Lender concurrently with such assignment[Sections 3.01 and # the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued3.04]) and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lenderobligations under this Agreement and the replacementrelated Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender shall otherwise comply with Section 13.6 hereof.accepts such assignment), provided that:

IfIf, in connection with any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment,change, waiver, discharge or termination that pursuantof or to any of the termsprovisions of this Agreement and/or any other Loan Document as contemplated by Section 13.1 hereof requires11.01, the consent of alleach ​, each ​ or each affected ​, as applicable, is required and the consent of the Lenders affectedRequired ​ at such time is obtained but the consent of one or more of such other ​ whose consent is required is not obtained (each such other ​, a “Non-Consenting ​”) then the Borrowers may, on notice to the Administrative Agent and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to​, # replace such Non-Consenting Lender​ by requiringcausing such Non-Consenting Lender​ to (and such ​ 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 Loans,rights and its Senior Interim Loan Commitments hereunderobligations under this Agreement to one or more assignees reasonably acceptableassignees; provided that neither the Administrative Agent nor any ​ shall have any obligation to the Administrative Agent, providedBorrowers to find a replacement ​; provided, further, that #the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this Agreement and/or the other Loan Documents; and provided, further, that all Obligationsobligations of the BorrowerBorrowers owing to suchthe Non-Consenting Lender being replaced​ relating to the Loans, commitments and participations so assigned shall be paid in full by the assignee ​ (or, at their option, by the Borrower) to such Non-Consenting Lender​ concurrently with such assignmentAssignment and Acceptance or # prepay the replacement Lender shall purchaseLoans and, if applicable, terminate the foregoing by paying tocommitments of such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon.​, in whole or in part, without premium or penalty. In connection with any such assignment,replacement under this Section 11.01, if the Borrower,Non-Consenting ​ does not execute and deliver to the Administrative Agent,Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of # the date on which the replacement ​ executes and delivers such Assignment and Acceptance and/or such other documentation and # the date as of which all obligations of the Borrowers owing to the Non-Consenting ​ relating to the Loans, commitments and participations so assigned shall be paid in full by the assignee ​ to such Non-Consenting Lender​, then such Non-Consenting ​ shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the replacement LenderBorrowers shall otherwise comply with Section 13.6 hereof.be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Consenting ​.