Common use of Removal and Replacement of Lenders Clause in Contracts

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall), upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Commitment and/or (ii) causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees procured by Borrower. Borrower shall, in the case of a termination of such Lender's Commitment pursuant to clause (i) preceding, (y) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination (including any amounts payable pursuant to Section 3), and (z) release such Lender from its obligations under the Loan Documents from and after the date of termination. Any such Lender whose Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under In the event that any circumstances set forth in Lender (i) requests compensation under Section 3.01 or 3.04, (ii) becomes a Defaulting Lender or (iii) (x) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement providing or any other Loan Document that Borrower shall have requires the right consent of each of the Lenders or each of the Lenders (orincluding, for the avoidance of doubt, any extension permitted by Section 2.01(e) with the consent of each Lender) affected thereby or (y) does not agree to make Loans in any proposed Alternative Currency (in the case of Section 2.10(athis clause (iii), obligation) so long as the consent of the Required Lenders to remove such amendment, supplement, modification, consent, waiver or replace a Lender as a party to this Agreementproposed Alternative Currency has been obtained), Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (iA) non non-ratably terminating such Lender's ’s Revolving Commitment and/or (iiB) causing such Lender to assign its Commitment rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or permitted eligible assignees procured by BorrowerBorrower and otherwise reasonably acceptable to Administrative Agent and Issuing Lenders; provided that such assigning Lender shall have received payment of an amount equal to 100% of the outstanding principal, interest and fees owed to such Lender from the assignee Lender or Borrower or such lesser amount as may be agreed with such Lender. Borrower shall, in the case of a termination of such Lender's ’s Revolving Commitment and prepayment of its Loans pursuant to clause (iA) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender (other than with respect to any outstanding Competitive Loan held by it) through the date of termination and prepayment (including any amounts payable pursuant to Section 3), except as may otherwise be agreed with such Lender, (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender and the Issuing Lender as each may reasonably require with respect to any continuing risk participation interest in any Letters of Credit then outstanding and (z) release such Lender from its obligations under the Loan Documents from and after the date of termination. Any such Lender whose Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause (iiB) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving Commitment is being assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and Assumption covering such Lender’s Revolving Commitment. Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Revolving Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under In the event that any circumstances set forth in Lender (i) requests compensation under Sections 3.01 or 3.04, (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement providing or any other Loan Document that Borrower shall have requires the right consent of each of the Lenders or each of the Lenders affected thereby (or, in the case of Section 2.10(athis clause (iii), obligation) so long as the consent of the Required Lenders to remove such amendment, supplement, modification, consent or replace a Lender as a party to this Agreementwaiver has been obtained), Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (iA) non non-ratably terminating such Lender's ’s Commitment and/or (iiB) causing such Lender to assign its Commitment rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or permitted eligible assignees procured by BorrowerBorrower and otherwise reasonably acceptable to Administrative Agent; provided that such assigning Lender shall have received payment of an amount equal to 100% of the outstanding principal, interest and fees owed to such Lender from the assignee Lender or Borrower or such lesser amount as may be agreed with such Lender. Borrower shall, in the case of a termination of such Lender's ’s Commitment and prepayment of its Loans pursuant to clause (iA) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment (including any amounts payable pursuant to Section 3), except as may otherwise be agreed with such Lender and (zy) release such Lender from its obligations under the Loan Documents from and after the date of termination. Any such Lender whose Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause (iiB) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Commitment or Loan is being assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and Assumption covering such Lender’s Commitment or Loan, as applicable. Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) or obligation to remove or replace a Lender as a party to this Agreement, the Borrower may (oror shall, in as the case of Section 2.10(a), shall)may be, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower; provided that if the Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04 or make similar notifications pursuant to Section 3.02. The Borrower shall, in the case of a termination of such Lender's Commitment pursuant to clause (i) preceding, (y) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Loans. The Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to the Administrative Agent pursuant to Section 10.04(c10.07(b). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that Borrower the Borrowers shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)Borrowers may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(bSECTION 10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by Borrower. Borrower shallthe Borrowers; PROVIDED, in HOWEVER, that if the Borrowers elect to exercise such right with respect to any Lender pursuant to SECTION 3.06(b), they shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause SECTION 3.01 or 3.04. The Borrowers shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3SECTION 3.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule SCHEDULE 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or and replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Commitment and/or ’s Commitment, and (ii) if being replaced, causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees procured by Eligible Assignees acceptable to Borrower. , Administrative Agent and Issuing Lender; provided, however, that during the existence of any Event of Default, Borrower shall, in the case of may not remove or replace a termination of such Lender's Commitment Lender pursuant to clause this Section 10.22. Any removed or replaced Lender shall be entitled to (ix) preceding, (y) pay payment in full of all principal, interest, fees and other amounts owing to such Lender or such Lender’s affiliated Indemnitees under any Loan Document through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) appropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interest in any Letters of Credit and (z) a release of such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering such Lender's ’s Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to and shall otherwise comply with Section 10.04(c)10.04. Administrative Agent shall distribute an amended Schedule 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination removal or replacement (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering Assumption Agreement with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower; provided that if the Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04 or make similar notifications pursuant to Section 3.02. The Borrower shall, in the case of a termination of such Lender's Commitment pursuant to clause (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may reasonably require with respect to any continuing obligation of such Lender to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. The Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to the Administrative Agent pursuant to Section 10.04(c10.07(b). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under If (i) any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (ion a non-ratable basis) non ratably terminating such Lender's ’s Commitment and/or or (ii2) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that (w) if the Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04, (x) if the Borrower elects to exercise such right with respect to any Non-Consenting Lender, it shall be obligated to remove or replace, as the case may be, all other Lenders whose consent was required but not obtained with respect to the applicable amendment, modification, termination, waiver or consent, (y) the Borrower may not elect to exercise such right with respect to any Lender seeking payment or reimbursement for Taxes pursuant to Section 3.01 during the six months immediately following the designation by the Borrower of the Borrower not organized in the United States to the extent that (A) such Taxes result from the designation by the Borrower of the Borrower not organized in the United States, and (B) such Lender uses its commercially reasonable efforts to mitigate or eliminate such Taxes after such designation, including without limitation making appropriate filings with Governmental Authorities in the jurisdiction in which the Borrower is organized and (z) the Borrower shall, in or shall cause the case of Borrower or assignee Lender to, as a termination of condition to such Lender's Commitment pursuant to clause (i) precedingreplacement or removal, (y1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), and (z2) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's Commitment’s Commitment and outstanding Loans. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender (other than with respect to any outstanding Competitive Loan held by it) as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's ’s Revolving Commitment and/or (ii) causing such Lender to assign its Revolving Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted eligible assignees procured by Borrower. Each Co-Borrower shall, in the case of a termination of such Lender's ’s Revolving Commitment pursuant to clause (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender (other than with respect to any outstanding Competitive Loan held by it) through the date of termination (including any amounts payable pursuant to Section 3), (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender and Issuing Lender as each may reasonably require with respect to any continuing risk participation interest in any Letters of Credit then outstanding and (z) release such Lender from its obligations under the Loan Documents from and after the date of termination. Any such Lender whose Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Each Co-Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender’s Revolving Commitment. Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Revolving Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or and replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Commitment and/or Commitment, and (ii) if being replaced, causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees procured by Eligible Assignees acceptable to Borrower. , Administrative Agent and Issuing Lender; provided, however, that during the existence of any -------- ------- Event of Default, Borrower shall, in the case of may not remove or replace a termination of such Lender's Commitment Lender pursuant to clause this Section 10.22. Any removed or replaced Lender shall be entitled to (ix) preceding, (y) pay payment ------------- in full of all principal, interest, fees and other amounts owing to such Lender or such Lender's affiliated Indemnitees under any Loan Document through the date of termination or assignment (including any amounts payable pursuant to Section 3------- 3.05), (y) appropriate assurances and indemnities (which may include letters of ---- credit) as such Lender may reasonably require with respect to its participation interest in any Letters of Credit and (z) a release of such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to and shall otherwise comply with Section 10.04(c)10.04. Administrative Agent shall distribute ------------- an amended Schedule 2.01, which shall thereafter be deemed incorporated into this ------------- Agreement, to reflect adjustments to Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or and replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non non-ratably terminating such Lender's Commitment and/or ’s Commitment, and (ii) if being replaced, causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees procured by Eligible Assignees acceptable to Borrower. , Administrative Agent and Issuing Lender; provided, however, that during the existence of any Event of Default, Borrower shall, in the case of may not remove or replace a termination of such Lender's Commitment Lender pursuant to clause this Section 10.23. Any removed or replaced Lender shall be entitled to (ix) preceding, (y) pay payment in full of all principal, interest, fees and other amounts owing to such Lender or such Lender’s affiliated Indemnitees under any Loan Document through the date of termination or assignment (including any amounts payable pursuant to Section 33.5), (y) appropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interest in any Letters of Credit and (z) a release of such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering such Lender's ’s Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to and shall otherwise comply with Section 10.04(c)10.4. Administrative Agent shall distribute an amended Schedule 2.012.1, which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or and replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Commitment and/or and (ii) if being replaced, causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees procured by Borrower. Eligible Assignees acceptable to Borrower shalland Administrative Agent; provided, in however, that during the case existence of any Event -------- ------- of Default, Borrower may not remove or replace a termination of such Lender's Commitment Lender pursuant to clause this Section ------- 10.22. Any removed or replaced Lender shall be entitled to (ix) preceding, (y) pay payment in full ----- of all principal, interest, fees and other amounts owing to such Lender or such Lender's affiliated Indemnitees under any Loan Document through the date of termination or assignment (including any amounts payable pursuant to Section 3------- 3.05), and (zy) a release of such Lender from its obligations under the Loan Documents from and after the date of termination---- Documents. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to and shall otherwise comply with Section 10.04(c)10.04. Administrative Agent shall distribute an amended Schedule 2.01, ------------- ------------- which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b), in they shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Parent Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Parent Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Parent Borrower; provided that if the Parent Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(c), it shall be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04 or make similar notifications pursuant to Section 3.02. The applicable Borrower shall, in the case of a termination of such Lender's ’s Commitment pursuant to clause (i) preceding, (yx) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation of such Lender to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's Commitment’s Commitment and outstanding Credit Extensions. The Parent Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to the Administrative Agent pursuant to Section 10.04(c10.07(b). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b), in they shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's Commitment’s Commitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer and the Swing Line Lender as each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or and replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Commitment and/or ’s Commitment, and (ii) if being replaced, causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees procured by Borrower. Eligible Assignees acceptable to Borrower shalland Administrative Agent; provided, in however, that during the case existence of any Event of Default, Borrower may not remove or replace a termination of such Lender's Commitment Lender pursuant to clause this Section 10.23. Any removed or replaced Lender shall be entitled to (ix) preceding, (y) pay payment in full of all principal, interest, fees and other amounts owing to such Lender or such Lender’s affiliated Indemnitees under any Loan Document through the date of termination or assignment (including any amounts payable pursuant to Section 33.05 and applicable prepayment compensation under Section 2.04(a)), (y) appropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interest in any Letters of Credit and (z) a release of such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering such Lender's ’s Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to and shall otherwise comply with Section 10.04(c)10.04. Administrative Agent shall distribute an amended Schedule 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative the Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b) 10.11.1 to one or more other Lenders Lenders, commercial banks, other financial institutions or permitted assignees Approved Funds procured by the Borrower. The Borrower shall, in the case of a termination of such Lender's Commitment pursuant to clause shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination removal or replacement (including any amounts payable pursuant to Section 34.4), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the Swing Line Lender as it may reasonably require with respect to any continuing obligation to purchase participation interests in any Swing Line Loans then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an a Lender Assignment and Acceptance covering Agreement with respect to such Lender's Commitment’s Commitment and Loans. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Administrative The Agent shall distribute an amended Schedule 2.01a schedule, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Percentage resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment by such Lender of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b), in they shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. The Borrower shall (iw) precedingpay in full the assignment fee specified in Section 10.07(b)(iv) unless otherwise paid by the replacement Lender, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's Commitment’s Commitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Commitment and/or (ii) causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted eligible assignees procured by Borrower. Borrower shall, in the case of a termination of such Lender's Commitment pursuant to clause (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination (including any amounts payable pursuant to Section 3), (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender and Issuing Lender as each may reasonably require with respect to any continuing risk participation interest in any Letters of Credit or Swing Line Loans then outstanding and (z) release such Lender from its obligations under the Loan Documents from and after the date of termination. Any such Lender whose Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.7.2(a) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.6(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.1 or 3.4. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.5), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the Issuing Bank as may reasonably be required with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Lender Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Percentage Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.7.2(a) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.6(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.1 or 3.4. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.5), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the Issuing Bank as may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Lender Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Percentage Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under In the event that any circumstances set forth in Lender (i) requests compensation under Sections 3.01 or 3.04, (ii) becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement providing or any other Loan Document that Borrower shall have requires the right consent of each of the Lenders or each of the Lenders affected thereby (or, in the case of Section 2.10(athis clause (iii), obligation) so long as the consent of the Required Lenders to remove such amendment, supplement, modification, consent or replace a Lender as a party to this Agreementwaiver has been obtained), Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (iA) non non-ratably terminating such Lender's ’s Commitment and/or (iiB) causing such Lender to assign its Commitment rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or permitted eligible assignees procured by BorrowerBorrower and otherwise reasonably acceptable to Administrative Agent; provided that such assigning Lender shall have received payment of an amount equal to 100% of the outstanding principal, interest and fees owed to such Lender from the assignee Lender or Borrower or such lesser amount as may be agreed with such Lender. Borrower shall, in the case of a termination of such Lender's Xxxxxx’s Commitment and prepayment of its Loans pursuant to clause (iA) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment (including any amounts payable pursuant to Section 3), except as may otherwise be agreed with such Lender and (zy) release such Lender from its obligations under the Loan Documents from and after the date of termination. Any such Lender whose Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause (iiB) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Commitment or Loan is being assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and Assumption covering such Xxxxxx’s Commitment or Loan, as applicable. Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or Revolving Commitments or (ii) replace such Lender by causing such Lender to assign its Commitment Revolving Commitments (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) hereof to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b) hereof, in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04 hereof. In such event, the Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05 hereof), (y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer and the Swing Line Lender as each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's CommitmentRevolving Commitments and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule Schedules 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Revolving Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.7.2(a) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.6(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.1 or 3.4. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.5), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the Issuing Bank as may reasonably be required with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Lender Assignment and Acceptance covering with respect to such Lender's Commitment’s Commitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Percentage Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other ---------------- Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that -------- ------- if the Borrower shall, in the case of a termination of elects to exercise such Lender's Commitment right with respect to any Lender pursuant to clause Section 3.06(b), it shall be obligated to remove or replace, as the --------------- case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04. The Borrower shall (i) preceding, (yx) pay in full all ------------ ---- principal, interest, fees and other amounts owing to such Lender through the date of termination removal or replacement (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may ------------ include letters of credit) to the Letter of Credit Issuer and the Swing Line Lender as each may reasonably require with respect to any continuing obligation to purchase participation interests in any Letter of Credit Obligations or any Swing Line Loans then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering Assumption Agreement with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into ------------- this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender (other than with respect to any outstanding Competitive Loan held by it) as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Revolving Commitment and/or (ii) causing such Lender to assign its Revolving Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted eligible assignees procured by Borrower. Each Co-Borrower shall, in the case of a termination of such Lender's Revolving Commitment pursuant to clause (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender (other than with respect to any outstanding Competitive Loan held by it) through the date of termination (including any amounts payable pursuant to Section 3), (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender and Issuing Lender as each may reasonably require with respect to any continuing risk participation interest in any Letters of Credit then outstanding and (z) release such Lender from its obligations under the Loan Documents from and after the date of termination. Any such Lender whose Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Each Co-Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving Commitment is being assigned shall execute and deliver an Assignment and Acceptance covering such Lender's Revolving Commitment. Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Revolving Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (and Commitment Amount) (without payment of any assignment fee) pursuant to Section 10.04(b10.7(b)(i) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.6(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.1 or 3.4. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.5), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the Issuing Bank as may reasonably be required with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Lender Assignment and Acceptance covering with respect to such Lender's ’s Commitment, Commitment Amount and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitment Amounts and/or Percentage Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. The Borrower shall (i) preceding, (yx) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any the circumstances set forth in SECTION 4.06(B) of this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Commitment (and thereby reducing the aggregate Commitments) and/or (ii) causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by BorrowerBorrower pursuant to SECTION 11.04(B). Borrower shall, in the case of a termination of such Lender's Commitment pursuant to clause shall (i) preceding, (yx) pay in full all principal, interest, interest and fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3SECTION 4.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender as it may reasonably require with respect to its participation interest in any Letters of Credit or any Swing Line Loans then outstanding and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Administrative Agent shall distribute an amended Schedule SCHEDULE 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments. Borrower may net any payments required hereunder against any funds being provided in the same currency by any Lender or Eligible Assignee replacing a terminating Lender. The effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect thereto.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (and Commitment Amount) (without payment of any assignment fee) pursuant to Section 10.04(b10.7(b)(i) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.6(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.1 or 3.4. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.5), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the Issuing Bank as may reasonably be required with respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Lender Assignment and Acceptance covering with respect to such Lender's ’s Commitment, Commitment Amount and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01Schedule2.1, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitment Amounts and/or Percentage Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement providing that Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or and replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and Administrative Agent, remove such Lender by (i) non ratably terminating such Lender's Commitment and/or ’s Commitment, and (ii) if being replaced, causing such Lender to assign its Commitment pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees procured by Eligible Assignees acceptable to Borrower. , Administrative Agent and Issuing Lender; provided, however, that during the existence of any Event of Default, Borrower shall, in the case of may not remove or replace a termination of such Lender's Commitment Lender pursuant to clause this Section 10.23. Any removed or replaced Lender shall be entitled to (ix) preceding, (y) pay payment in full of all principal, interest, fees and other amounts owing to such Lender or such Lender’s affiliated Indemnitees under any Loan Document through the date of termination or assignment (including any amounts payable pursuant to Section 33.05 and applicable prepayment compensation under Section 2.04(a)), (y) appropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interest in any Letters of Credit and (z) a release of such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering such Quantum Corporation Credit Agreement Lender's ’s Commitment. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to and shall otherwise comply with Section 10.04(c)10.04. Administrative Agent shall distribute an amended Schedule 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to Lenders and their Commitments.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that the Borrower shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, the Borrower may (or, in the case of Section 2.10(a), shall)may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or Commitments or (ii) replace such Lender by causing such Lender to assign its Commitment Commitments (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by the Borrower. ; provided, however, that if the Borrower shallelects to exercise such right with respect to any Lender pursuant to Section 3.06(b), in it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. The Borrower shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer and the Swing Line Lender as each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall (i) execute and deliver an Assignment and Acceptance covering with respect to such Lender's Commitment. Borrower shall, in the case of an assignment pursuant to clause Commitments and outstanding Credit Extensions and (ii) preceding, cause return to be paid the assignment fee payable to Administrative Agent pursuant any Notes held by it (whereupon the Administrative Agent shall promptly return the same to Section 10.04(cthe Borrower, marked "canceled"). The Administrative Agent shall distribute an amended Schedule 2.01Schedules 2.01 and 2.02, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) Under any circumstances set forth in this Agreement herein providing that Borrower Avnet shall have the right (or, in the case of Section 2.10(a), obligation) to remove or replace a Lender as a party to this Agreement, Borrower may (or, in the case of Section 2.10(a), shall)Avnet may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment and/or or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.04(b9.07(b) to one or more other Lenders or permitted assignees Eligible Assignees procured by Borrower. Borrower shallAvnet; provided, in however, that if Avnet elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the case of a termination of such Lender's Commitment may be, all Lenders that have made similar requests for compensation pursuant to clause Section 3.01 or 3.04. Avnet shall (i) preceding, (yx) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination removal or replacement (including any amounts payable pursuant to Section 33.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer and the Swing Line Lender as each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Obligation or Swing Line Loans then outstanding, and (z) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Any such Lender whose Commitment is being assigned replaced shall execute and deliver an Assignment and Acceptance covering Assumption Agreement with respect to such Lender's CommitmentCommitment and outstanding Credit Extensions. Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect adjustments to changes in the identities of the Lenders and adjustments of their Commitmentsrespective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.