transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution in accordance with Clause 15.3 (Distribution).

After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Facility Agent (or, at any time the Facility Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Facility Agent by appointing a successor Facility Agent (acting through an office in the United Kingdom).

Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

In connection with the use, administration, adoption or implementation of a Revolving Credit Facility Benchmark Replacement, the Administrative Agent and the Borrowers (acting together) will have the right to make Revolving Credit Facility Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Revolving Credit Facility Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Revolving Credit Facility Benchmark Replacement Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.

Each party hereto hereby agrees that this Agreement may be amended by each of the Borrower, the Administrative Agent and the ​ providing the relevant Replacement Term Loans or the Replacement Revolving Facility, as applicable, to the extent (but only to the extent) necessary to reflect the existence and terms of such Replacement Term Loans or Replacement Revolving Facility, as applicable, incurred or implemented pursuant thereto (including any amendment necessary to treat the loans and commitments subject thereto as a separate “tranche” and “Class” of Loans or commitments hereunder). It is understood that any Lender approached to provide all or a portion of any Replacement Term Loans or any Replacement Revolving Facility may elect or decline, in its sole discretion, to provide such Replacement Term Loans or Replacement Revolving Facility.

Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Replacement Loans. Each Replacement Facility shall become effective pursuant to an amendment (each, a “Replacement Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, ​ (including any New ​) providing the Replacement Loans and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any ​ or any other Person other than the Borrower, the Administrative Agent and ​ party to such Replacement Facility Amendment. No Lender shall be obligated to provide any Replacement Loans, unless it so agrees. Commitments in respect of any Replacement Loans shall become Commitments under this Agreement. A Replacement Facility Amendment may, without the consent of any other ​ or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including to provide for class voting provisions applicable to ​ providing the applicable Replacement Loans on terms comparable to the provisions of [Section 9.02(b)]). The effectiveness of any Replacement Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and ​ party thereto, be subject to the satisfaction or waiver on the date thereof (each, a “Replacement Facility Closing Date”) of each of the conditions set forth in [Section 2.18(a)]. To the extent reasonably requested by the Administrative Agent, the effectiveness of a Replacement Facility Amendment may be conditioned on the Administrative Agent’s receipt of # all documentation and other information with respect to the New Lender(s) that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, and # customary legal opinions, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under [Article III], with respect to the Borrower and the other Loan Parties. The Administrative Agent and ​ hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this [Section 2.18].

neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;

Replacement. A Party may replace its Alliance Manager at any time by informing the other Party’s Alliance Manager in writing (including by email).

If the Facility Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly and (while the Facility Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Facility Agent has been appointed.

the sum of: # the alternate benchmark rate that has been selected by the Administrative Agent and the Borrowers as the replacement for such Revolving Credit Facility Benchmark for the applicable Corresponding Tenor giving due consideration to # any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or # any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Revolving Credit Facility Benchmark for syndicated credit facilities denominated in Dollars at such time and # the related Revolving Credit Facility Benchmark Replacement Adjustment;