Common use of Removal and Replacement of Lenders Clause in Contracts

Removal and Replacement of Lenders. (a) In the event that any 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that Under any 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 circumstances set forth in this Agreement or any other Loan Document providing that requires Borrower shall have the consent of each of the Lenders or each of the Lenders affected thereby right (or, in the case of this clause (iiiSection 2.10(a), so long obligation) to remove or replace a Lender as a party to this Agreement, Borrower may (or, in the consent case of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtainedSection 2.10(a), Borrower mayshall), upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s 's Commitment and/or (Bii) causing such Lender to assign its rights and obligations under this Agreement Commitment pursuant to Section 10.04(b) to one or more other Lenders or eligible permitted assignees procured by Borrower 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 LenderBorrower. Borrower shall, in the case of a termination of such Lender’s 's Commitment and prepayment of its Loans pursuant to clause (Ai) preceding, (xy) 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 (yz) 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 (Bii) 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees This section shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede supercede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender (i) requests compensation under Sections 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders (including, 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 this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent consent, waiver or waiver proposed Alternative Currency has been obtained), Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s Revolving Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower and otherwise reasonably acceptable to Administrative AgentAgent 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 Revolving Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving 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 applicableRevolving 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. (b) If fees cease to accrue on the unfunded portion of the Revolving Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender If (i) requests compensation under Sections 3.01 or 3.04any Lender is a Defaulting Lender, (ii) becomes 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 Defaulting Lender “Non‑Consenting Lender”) whose consent is required shall not have been obtained or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or under any other Loan Document circumstances set forth herein providing that requires the consent of each of Company shall have the Lenders right to remove or each of replace a Lender as a party to this Agreement, the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower Company may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Company; provided, however, that (w) if the Company 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, 3.04 or 3.07, (x) if the Company elects to exercise such right with respect to any Non‑Consenting Lender, it shall be obligated to replace all other Lenders whose consent was required but not obtained with respect to the applicable amendment, modification, termination, waiver or consent, (y) the Company 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 Company of a Borrower 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, not organized in the case of a termination of such Lender’s Commitment and prepayment of its Loans pursuant United States to clause the extent that (A) precedingsuch Taxes result from the designation by the Company of a 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 such Borrower is organized and (z) the Company shall, or shall cause the applicable Borrower or assignee Lender to, as a condition to such replacement or removal, (x1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (y3) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Borrower shall, in the case of an Each party hereto agrees that any assignment required pursuant to clause this Section 10.15(a) may be effected pursuant to an Assignment and Acceptance executed by the Company, the Administrative Agent and the assignee (B) precedingor, cause to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party thereto in order for such assignment 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 effective and (ii) the assignment fee as described in the preceding sentence, shall be deemed to have executed consented to and delivered an Assignment be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and Assumption covering deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender’s Commitment , provided that any such documents shall be without recourse to or Loan, as applicablewarranty by the parties thereto. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrowers shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrowers may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrowers may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that Under any 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 circumstances set forth in this Agreement or any other Loan Document providing that requires Borrower shall have the consent of each of the Lenders or each of the Lenders affected thereby (in the case of right to remove and replace a Lender as a party to this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s Commitment and/or Commitment, and (Bii) if being replaced, causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) Commitment to one or more other Lenders or eligible assignees procured by Borrower and otherwise reasonably Eligible Assignees acceptable to Borrower, Administrative AgentAgent and Issuing Lender; provided provided, however, that such assigning during the existence of any Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 10.22. Any removed or replaced Lender shall have received payment of an amount equal be entitled 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except as may otherwise be agreed with such Lender and (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 termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or LoanCommitment, as applicableand shall otherwise comply with Section 10.04. Administrative Agent shall distribute an amended Schedule 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Commitments. (b) If fees cease In order to accrue make all Lender’s interests in any outstanding Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Extensions of the Commitments Credit of a Defaulting Lender pursuant to all Lenders, together with any amounts due under Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement 3.05. Borrower may then request Extensions of Credit from Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)accordance with their revised Pro Rata Shares. (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that Under any 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 circumstances set forth in this Agreement or any other Loan Document providing that requires Borrower shall have the consent of each of the Lenders or each of the Lenders affected thereby (in the case of right to remove and replace a Lender as a party to this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s Commitment and/or 's Commitment, and (Bii) if being replaced, causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) Commitment to one or more other Lenders or eligible assignees procured by Borrower and otherwise reasonably Eligible Assignees acceptable to Borrower, Administrative AgentAgent and Issuing Lender; provided provided, however, that such assigning during the existence of any -------- ------- Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 10.22. Any removed or replaced Lender shall have received payment of an amount equal be entitled 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 and prepayment or assignment (including any amounts payable pursuant to Section 3------- 3.05), except as may otherwise be agreed with such Lender and (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 termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or Loan's Commitment, as applicableand shall otherwise comply with Section 10.04. Administrative Agent shall distribute ------------- an amended Schedule 2.01, which shall thereafter be deemed incorporated into this ------------- Agreement, to reflect adjustments to the Lenders and their Commitments. (b) If fees cease In order to accrue make all Lender's interests in any outstanding Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Extensions of the Commitments Credit of a Defaulting Lender pursuant to all Lenders, together with any amounts due under Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement 3.05. ------------ Borrower may then request Extensions of Credit from Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)accordance with their revised Pro Rata Shares. (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender If (i) requests compensation under Sections 3.01 or 3.04any Lender is a Defaulting Lender, (ii) becomes 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 Defaulting Lender “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or under any other Loan Document circumstances set forth herein providing that requires the consent of each of Company shall have the Lenders right to remove or each of replace a Lender as a party to this Agreement, the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower Company may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Company; provided, however, that (w) if the Company 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, 3.04 or 3.07, (x) if the Company 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 Company 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 Company of a Borrower 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, not organized in the case of a termination of such Lender’s Commitment and prepayment of its Loans pursuant United States to clause the extent that (A) precedingsuch Taxes result from the designation by the Company of a 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 such Borrower is organized and (z) the Company shall, or shall cause the applicable Borrower or assignee Lender to, as a condition to such replacement or removal, (x1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (y3) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrowers shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrowers may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrowers may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender If (i) requests compensation under Sections 3.01 or 3.04any Lender is a Defaulting Lender, (ii) becomes 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 Defaulting Lender “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or under any other Loan Document circumstances set forth herein providing that requires the consent of each of Borrower shall have the Lenders right to remove or each of replace a Lender as a party to this Agreement, the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Borrower; provided, however, that (w) if the Borrower and otherwise reasonably acceptable elects to Administrative Agent; provided 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 assigning 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 shall have received seeking payment of an amount equal or reimbursement for Taxes pursuant to 100% Section 3.01 during the six months immediately following the designation by the Borrower of the outstanding principalBorrower 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, interest and fees owed to (B) such Lender from 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 assignee Lender or jurisdiction in which the Borrower or such lesser amount as may be agreed with such Lender. 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 and prepayment of its Loans pursuant to clause (A) precedingreplacement or removal, (x1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except as may otherwise be agreed with such Lender and (y2) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s Commitment or Loan, as applicableand outstanding Loans. 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that Under any 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 circumstances set forth in this Agreement or any other Loan Document providing that requires Borrower shall have the consent of each of the Lenders or each of the Lenders affected thereby (in the case of right to remove and replace a Lender as a party to this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-ratably terminating such Lender’s Commitment and/or Commitment, and (Bii) if being replaced, causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) Commitment to one or more other Lenders or eligible assignees procured by Borrower and otherwise reasonably Eligible Assignees acceptable to Borrower, Administrative AgentAgent and Issuing Lender; provided provided, however, that such assigning during the existence of any Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 10.23. Any removed or replaced Lender shall have received payment of an amount equal be entitled 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 and prepayment or assignment (including any amounts payable pursuant to Section 33.5), except as may otherwise be agreed with such Lender and (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 termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or LoanCommitment, as applicableand shall otherwise comply with Section 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 the Lenders and their Commitments. (b) If fees cease In order to accrue make all Lender’s interests in any outstanding Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Extensions of the Commitments Credit of a Defaulting Lender pursuant to all Lenders, together with any amounts due under Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement 3.5. Borrower may then request Extensions of Credit from Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)accordance with their revised Pro Rata Shares. (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Company shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower Company may, upon notice to such Lender and the Administrative Agent, (i) remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or or (Bii) replace such Lender by causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Company; provided, however, that if the Company 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, 3.04 or 3.07; provided, further, however, that the Company 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 Company of a Borrower not organized in the United States to the extent that (i) such Taxes result from the designation by the Company of a Borrower not organized in the United States, 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 (ii) such Lender from 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 assignee Lender or jurisdiction in which such Borrower or such lesser amount as may be agreed with such Lenderis organized. Borrower The Company shall, in or shall cause the case of a termination of such Lender’s Commitment and prepayment of its Loans pursuant to clause (A) precedingapplicable Borrower to, (x) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except (y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrowers shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrowers may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrowers may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that Under any 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 circumstances set forth in this Agreement or any other Loan Document providing that requires Borrower shall have the consent of each of the Lenders or each of the Lenders affected thereby (in the case of right to remove and replace a Lender as a party to this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s Commitment and/or Commitment, and (Bii) if being replaced, causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) Commitment to one or more other Lenders or eligible assignees procured by Borrower and otherwise reasonably Eligible Assignees acceptable to Borrower, Administrative AgentAgent and Issuing Lender; provided provided, however, that such assigning during the existence of any Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 10.23. Any removed or replaced Lender shall have received payment of an amount equal be entitled 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 and prepayment or assignment (including any amounts payable pursuant to Section 33.5), except as may otherwise be agreed with such Lender and (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 termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or LoanCommitment, as applicableand shall otherwise comply with Section 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 the Lenders and their Commitments. (b) If fees cease . In order to accrue make all Lender’s interests in any outstanding Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, Borrower shall pay or prepay, but only to the extent necessary, on the unfunded portion effective date thereof, all outstanding Extensions of Credit of the Commitments Lenders required to so be repaid or prepaid, together with any amounts due under Section 3.5. Borrower may then request Extensions of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid Credit from Lenders in accordance with their revised Pro Rata Shares with respect to the non-Defaulting Lenders (Extensions of Credit so repaid or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)prepaid. (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Revolving Commitments or (ii) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Revolving Commitments (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) hereof to one or more other Lenders or eligible assignees Eligible Assignees procured by the Borrower; provided, however, that if the Borrower and otherwise reasonably acceptable elects to Administrative Agent; provided that exercise such assigning right with respect to any Lender pursuant to Section 3.06(b) hereof, it shall have received payment of an amount equal be obligated to 100% of the outstanding principalremove or replace, 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 Commitment and prepayment of its Loans may be, all Lenders that have made similar requests for compensation pursuant to clause (A) precedingSection 3.01 or 3.04 hereof. In such event, the Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05 hereof), except (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 otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s Commitment or Loan, as applicable's Revolving Commitments and outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Loans of the Commitments of a Defaulting Lender pursuant to all Lenders, together with any amounts due under Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.3.05

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or or (Bii) replace such Lender by causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.06(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Borrower. The Borrower 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment removal or replacement (including any amounts payable pursuant to Section 33.05), except as may otherwise be agreed with such Lender and (y) release such Lender from its any further obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Agreement with respect to such Lender’s Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that Under any 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 circumstances set forth in this Agreement or any other Loan Document providing that requires Borrower shall have the consent of each of the Lenders or each of the Lenders affected thereby (in the case of right to remove and replace a Lender as a party to this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s Commitment and/or Commitment, and (Bii) if being replaced, causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) Commitment to one or more other Lenders or eligible assignees procured by Eligible Assignees acceptable to Borrower and otherwise reasonably acceptable to Administrative Agent; provided provided, however, that such assigning during the existence of any Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 10.23. Any removed or replaced Lender shall have received payment of an amount equal be entitled 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 and prepayment or assignment (including any amounts payable pursuant to Section 33.05 and applicable prepayment compensation under Section 2.04(a)), except as may otherwise be agreed with such Lender and (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 termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or LoanCommitment, as applicableand shall otherwise comply with Section 10.04. Administrative Agent shall distribute an amended Schedule 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Commitments. (b) If fees cease In order to accrue make all Lender’s interests in any outstanding Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Extensions of the Commitments Credit of a Defaulting Lender pursuant to all Lenders, together with any amounts due under Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement 3.05. Borrower may then request Extensions of Credit from Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.accordance with their revised Pro Rata Shares. Quantum Corporation Term Loan Agreement

Removal and Replacement of Lenders. (a) In the event that any Lender (i) requests compensation under Sections Section 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders (including, for the avoidance of doubt, any extension permitted by Section 2.04(b) with the consent of each Lender) directly and adversely affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), the Borrower may, upon notice to such Lender and the Administrative Agent, remove or replace such Lender by (A) non-solely in the case of clause (ii) with respect to any Lender that becomes a Defaulting Lender, (x) after the Effective Date, under either of clauses (e) or (f) of the definition thereof or (y) on or prior to the Effective Date, for any reason, non ratably terminating such Lender’s Commitment and prepaying such Lenders outstanding Loans and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower and otherwise reasonably acceptable to Administrative Agentthe Borrower; 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 Lenderthe Borrower. The Borrower shall, in the case of a termination of such Lender’s Commitment and prepayment of prepaying its Loans pursuant to clause (A) preceding, (x) 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 (y) release such Lender from its obligations under the Loan Documents from and after the date of terminationtermination and prepayment. The Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to the Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Commitment or Loan is Commitments are being assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or Loan, as applicableCommitments. The Administrative Agent shall distribute an amended Schedule 2.011.01A, which shall be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Commitments. Notwithstanding anything to the contrary contained herein, prior to the Effective Date, removal of Lenders pursuant to clause (A) above shall be permitted with respect to any Lender that would be a Defaulting Lender if no effect were given to any grace periods contained in clause (a) of the definition of Defaulting Lender. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a2.17(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)Lenders. (c) This Section section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or or (Bii) replace such Lender by causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Borrower; provided, however, that if the Borrower and otherwise reasonably acceptable elects to Administrative Agent; provided that exercise such assigning right with respect to any Lender pursuant to Section 3.06(b), it shall have received payment of an amount equal be obligated to 100% of the outstanding principalremove or replace, 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 Commitment and prepayment of its Loans may be, all Lenders that have similar requests for compensation pursuant to clause (A) precedingSection 3.01 or 3.04, similar requirements for increased payment under Section 3.01(a), or similar suspensions of obligations under Eurodollar Rate Loans under Section 3.02, outstanding at such time. The Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except (y) in the case of the removal of a Lender under clause (i) of this Section 10.16(a), provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuers as each may otherwise be agreed reasonably require with respect to any continuing obligation of such Lender to purchase participation interests in any L/C Obligations then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Agreement with respect to such Lender’s Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Parent Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Parent Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or or (Bii) replace such Lender by causing such Lender to assign its rights and obligations under this Agreement Commitment pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by Borrower and otherwise reasonably acceptable to Administrative Agentthe Parent Borrower; provided that if the Parent Borrower elects to exercise such assigning 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 received payment of an amount equal made similar requests for compensation pursuant to 100% of the outstanding principal, interest and fees owed Section 3.01 or 3.04 or make similar notifications pursuant to such Lender from the assignee Lender or Borrower or such lesser amount as may be agreed with such LenderSection 3.02. The applicable Borrower shall, in the case of a termination of such Lender’s Commitment and prepayment of its Loans pursuant to clause (Ai) preceding, (x) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except (y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may otherwise be agreed reasonably require with respect to any continuing obligation of such Lender to purchase participation interests in any L/C Obligations then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from Documents. Any Lender being replaced shall execute and after the date of terminationdeliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Parent Borrower shall, in the case of an assignment pursuant to clause (Bii) preceding, cause to be paid the assignment fee payable to the Administrative Agent pursuant to Section 10.04(c10.07(b). 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. 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section 10.15 shall supersede any provisions provision in Section 10.01 or Section 10.07 to the contrary.

Removal and Replacement of Lenders. (a) In the event that that: (i) (x) any Lender (ieach, an “Increased-Cost Lender”) requests compensation shall give notice to the Borrower that such Lender is entitled to receive payments under Sections Section 3.01 or 3.04, (y) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (z) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (ii) becomes any Lender shall become a Defaulting Lender or and shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (iii) does not consent to in connection with any proposed amendment, supplement, modification, termination, waiver or consent or waiver with respect to any of any provision the provisions of this Agreement or any other Loan Document that requires the consent of each as contemplated by clauses (a) through (h) of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii)first proviso to Section 11.01, so long as the consent of the Required Lenders to shall have been obtained but the consent of one or more of such amendmentother Lenders (each, supplement, modification, a “Non-Consenting Lender”) whose consent or waiver has is required shall not have been obtained), and (b) the failure to obtain Non-Consenting Lenders’ consents does not result solely from the exercise of Non-Consenting Lenders’ rights (and the withholding of any required consents by Non-Consenting Lenders) pursuant to the second proviso to Section 11.01; then, and in each such case, the Borrower mayshall have the right, upon notice at its option, to such Lender and Administrative Agent, remove or replace such the applicable Increased-Cost Lender, Defaulting Lender by or Non-Consenting Lender (A) non-ratably terminating such the “Terminated Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b”) to one or more other Lenders or eligible assignees procured the extent permitted by Borrower 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 Commitment and prepayment of its Loans pursuant to clause subsection (A) preceding, (x) 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 3b), except as may otherwise be agreed with such Lender and (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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. (b) If fees cease The Borrower may, by giving written notice to accrue the Administrative Agent and any Terminated Lender of its election to do so, (i) elect to (A) terminate the Commitment, if any, of such Terminated Lender upon receipt by such Terminated Lender of such notice and (B) prepay on the unfunded portion date of such termination any outstanding Loans made by such Terminated Lender, together with accrued and unpaid interest thereon and any other amounts payable to such Terminated Lender hereunder; provided that, in the Commitments event such Terminated Lender has any Loans outstanding at the time of a Defaulting Lender pursuant to Section 2.14(a)such termination, such fees the written consent of Administrative Agent and the Required Lenders (which consents shall not be paid unreasonably withheld or delayed) shall be required in order for the Borrower to make the nonelection set forth in this clause (i); or (ii) elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitment, if any, in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 11.07; provided that (A) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender as if it were a prepayment and (B) in the event such Terminated Lender is a Non-Defaulting Lenders (or replacement Lenders Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided that the Borrower may not make either of the elections set forth in clauses (i) or (ii) above with respect to any fees accruing prior Non-Consenting Lender unless the Borrower also makes one of such elections with respect to such replacement each other Terminated Lender becoming which is a Lender hereunder)Non-Consenting Lender. (c) This Section Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitment, if any, pursuant to clause (i) of subsection (b), such Terminated Lender shall supersede no longer constitute a “Lender” for purposes of this Agreement; provided that any provisions in Section 10.01 rights of such Terminated Lender to the contraryindemnification under this Agreement shall survive as to such Terminated Lender.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth in this Agreement providing that Borrower shall have the event that any right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04, (ii) becomes a Defaulting Lender or (iii) does not consent other than with respect to any proposed amendment, supplement, modification, consent or waiver of any provision of outstanding Competitive Loan held by it) as a party to this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s 's Revolving Commitment and/or (Bii) causing such Lender to assign its rights and obligations under this Agreement Revolving Commitment pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower 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 LenderBorrower. Each Co-Borrower shall, in the case of a termination of such Lender’s 's Revolving Commitment and prepayment of its Loans pursuant to clause (Ai) preceding, (x) 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 (y) provide appropriate assurances and indemnities (which may otherwise be agreed with 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 (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Each Co-Borrower shall, in the case of an assignment pursuant to clause (Bii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving Commitment or Loan is being assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or Loan, as applicable'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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees This section shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede supercede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Revolving Commitments or (ii) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Revolving Commitments (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) hereof to one or more other Lenders or eligible assignees Eligible Assignees procured by the Borrower; provided, however, that if the Borrower and otherwise reasonably acceptable elects to Administrative Agent; provided that exercise such assigning right with respect to any Lender pursuant to Section 3.06(b) hereof, it shall have received payment of an amount equal be obligated to 100% of the outstanding principalremove or replace, 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 Commitment and prepayment of its Loans may be, all Lenders that have made similar requests for compensation pursuant to clause (A) precedingSection 3.01, 3.02 or 3.04 hereof. In such event, the Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05 hereof), except (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 otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s Commitment or Loan, as applicable's Revolving Commitments and outstanding Credit Extensions. 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 Revolving Commitments and/or Pro Rata Shares resulting from any such removal or replacement. (b) If fees cease In order to accrue make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Loans of the Commitments of a Defaulting Lender pursuant to all Lenders, together with any amounts due under Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.3.05

Removal and Replacement of Lenders. (a) In the event that any Lender If (i) requests compensation under Sections 3.01 or 3.04any Lender is a Defaulting Lender, (ii) becomes 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 Defaulting Lender “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or under any other Loan Document circumstances set forth herein providing that requires the consent of each of Borrower shall have the Lenders right to remove or each of replace a Lender as a party to this Agreement, the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible 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, 3.04 or 3.07, (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 and otherwise reasonably acceptable to Administrative Agent; provided that such assigning Lender (y) the Borrower shall, or shall have received payment of an amount equal to 100% of the outstanding principal, interest and fees owed to such Lender from cause the assignee Lender to, as a condition to such replacement 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 Commitment and prepayment of its Loans pursuant to clause (A) precedingremoval, (x1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts -107- payable pursuant to Section 33.05), except (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (y3) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender If (i) requests compensation under Sections 3.01 or 3.04any Lender is a Defaulting Lender, (ii) becomes 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 Defaulting Lender “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or under any other Loan Document circumstances set forth herein providing that requires the consent of each of Borrower shall have the Lenders right to remove or each of replace a Lender as a party to this Agreement, the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such Xxxxxx’s Commitment or (2) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible 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, 3.04 or 3.07, (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 and otherwise reasonably acceptable to Administrative Agent; provided that such assigning Lender (y) the Borrower shall, or shall have received payment of an amount equal to 100% of the outstanding principal, interest and fees owed to such Lender from cause the assignee Lender to, as a condition to such replacement 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 Commitment and prepayment of its Loans pursuant to clause (A) precedingremoval, (x1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (y3) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such LenderXxxxxx’s Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender (i) requests compensation under Sections Section 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders (including, for the avoidance of doubt, any extension permitted by Section 2.04(b) or 2.08(c) with the consent of each Lender) directly and adversely affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), the Borrower may, upon notice to such Lender and the Administrative Agent, remove or replace such Lender by (A) non-solely in the case of clause (ii) with respect to any Lender that becomes a Defaulting Lender, (x) after the Effective Date, under either of clauses (e) or (f) of the definition thereof or (y) on or prior to the Effective Date, for any reason, non ratably terminating such Lender’s Commitment and prepaying such Lenders outstanding Loans and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by the Borrower and and, in the case of the Revolving Facility, otherwise reasonably acceptable to the Administrative AgentAgent and the 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.the

Removal and Replacement of Lenders. (a) In the event that any 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower 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 and any other amounts owing hereunder 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 Commitment and prepayment of its Term Loans pursuant to clause (A) preceding, (x) 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 (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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 Term 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Borrower. The Borrower 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment removal or replacement (including any amounts payable pursuant to Section 33.05), except as may otherwise be agreed with such Lender and (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Agreement with respect to such Lender’s 's Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that Avnet shall have the event that any right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower Avnet may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b9.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by Borrower and otherwise reasonably acceptable Avnet; provided, however, that if Avnet elects to Administrative Agent; provided that exercise such assigning right with respect to any Lender pursuant to Section 3.06(b), it shall have received payment of an amount equal be obligated to 100% of the outstanding principalremove or replace, 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 Commitment and prepayment of its Loans may be, all Lenders that have made similar requests for compensation pursuant to clause (A) preceding, Section 3.01 or 3.04. Avnet shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment removal or replacement (including any amounts payable pursuant to Section 33.05), except (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 otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Obligation or Swing Line Loans then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Agreement with respect to such Lender’s 's Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrowers shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Committed Loans of all Lenders, together with any amounts due under Section 3.05. The Borrowers may then request Committed Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrowers may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section section shall supersede any provisions provision in Section 10.01 9.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower 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 LenderXxxxxx’s Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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 LenderXxxxxx’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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that If any Lender (i) requests compensation under Sections 3.01 or Section 3.04, (ii) becomes or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or (iii) does not consent to any proposed amendmentLender, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires then the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by (which such consents shall not be unreasonably withheld), Section 10.07), all of its interests, rights and obligations under this Agreement pursuant and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.04(b10.07(b); (b) to one or more other Lenders or eligible assignees procured by Borrower 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 principalprincipal of its Loans and L/C Advances, accrued interest thereon, accrued fees and fees owed all other amounts payable to such Lender it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower or such lesser amount as may be agreed with such Lender. Borrower shall, (in the case of a termination of such Lender’s Commitment and prepayment of its Loans pursuant to clause all other amounts); (Ac) preceding, (x) 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 (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an any such assignment pursuant to clause (B) preceding, cause resulting from a claim for compensation under Section 3.04 or payments required to be paid the assignment fee payable to Administrative Agent made pursuant to Section 10.04(c). Any 3.01, such Lender whose Commitment assignment will result in a reduction in such compensation 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.payments thereafter; and (bd) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting such assignment does not conflict with applicable Laws. A Lender pursuant to Section 2.14(a), such fees shall not be paid required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior circumstances entitling the Borrower to require such replacement Lender becoming a Lender hereunder)assignment and delegation cease to apply. (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under the event that any Lender (icircumstances set forth in SECTION 4.06(B) 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 that Borrower shall have the right to remove or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of replace a Lender as a party to this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s 's Commitment (and thereby reducing the aggregate Commitments) and/or (Bii) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) Commitment to one or more other Lenders or eligible assignees Eligible Assignees procured by Borrower and otherwise reasonably acceptable pursuant 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 LenderSECTION 11.04(B). Borrower shall, in the case of a termination of such Lender’s Commitment and prepayment of its Loans pursuant to clause (A) preceding, shall (x) pay in full all principal, interest, interest and fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 3SECTION 4.05), except as (y) provide appropriate assurances and indemnities (which may otherwise be agreed with 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 (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or Loan, as applicable's Commitment. Administrative Agent shall distribute an amended Schedule SCHEDULE 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect adjustments to the 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. (b) If fees cease In order to accrue make all Lender's interests in any outstanding Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Extensions of the Commitments Credit of a Defaulting Lender pursuant to Section 2.14(a)all Lenders, such fees shall not be paid to the non-Defaulting Lenders (or replacement together with any amounts due under SECTION 4.05. Borrower may then request Extensions of Credit from Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)accordance with their revised Pro Rata Shares. (c) This Section section shall supersede supercede any provisions in Section 10.01 SECTION 11.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that that: (i) (x) any Lender (ieach, an “Increased-Cost Lender”) requests compensation shall give notice to the Borrower that such Lender is entitled to receive payments under Sections Section 3.01 or 3.04, (y) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (z) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (ii) becomes any Lender shall become a Defaulting Lender or and shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (iii) does not consent to in connection with any proposed amendment, supplement, modification, termination, waiver or consent or waiver with respect to any of any provision the provisions of this Agreement or any other Loan Document that requires the consent of each as contemplated by clauses (a) through (h) of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii)first proviso to Section 10.01, so long as the consent of the Required Lenders to shall have been obtained but the consent of one or more of such amendmentother Lenders (each, supplement, modification, a “Non-Consenting Lender”) whose consent or waiver has is required shall not have been obtained), and (b) the failure to obtain Non-Consenting Lenders’ consents does not result solely from the exercise of Non-Consenting Lenders’ rights (and the withholding of any required consents by Non-Consenting Lenders) pursuant to the second proviso to Section 10.01; then, and in each such case, the Borrower mayshall have the right, upon notice at its option, to such Lender and Administrative Agent, remove or replace such the applicable Increased-Cost Lender, Defaulting Lender by or Non-Consenting Lender (A) non-ratably terminating such the “Terminated Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b”) to one or more other Lenders or eligible assignees procured the extent permitted by Borrower and otherwise reasonably acceptable to Administrative Agentsubsection (b); provided that such assigning that, at the time of replacement, the Borrower shall pay any Non-Consenting Lender shall have received payment of an amount replaced within one year from the date hereof a premium equal to 1001% of the outstanding principal, interest and fees owed to such Lender from principal amount prepaid in connection with the assignee Lender or Borrower or such lesser amount as may be agreed with such Lender. Borrower shall, in the case of a termination replacement of such Non-Consenting Lender’s Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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. (b) If fees cease The Borrower may, by giving written notice to accrue the Administrative Agent and any Terminated Lender of its election to do so (i) elect to (A) terminate the Commitment, if any, of such Terminated Lender upon receipt by such Terminated Lender of such notice and (b) prepay on the unfunded portion date of such termination any outstanding Loans made by such Terminated Lender, together with accrued and unpaid interest thereon and any other amounts payable to such Terminated Lender hereunder; provided that, in the Commitments event such Terminated Lender has any Loans outstanding at the time of a Defaulting Lender pursuant to Section 2.14(a)such termination, such fees the written consent of Administrative Agent and the Required Lenders (which consents shall not be paid unreasonably withheld or delayed) shall be required in order for the Borrower to make the nonelection set forth in this clause (i); or (ii) elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitment, if any, in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 10.07; provided that (A) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender as if it were a prepayment and (B) in the event such Terminated Lender is a Non-Defaulting Lenders (or replacement Lenders Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided that the Borrower may not make either of the elections set forth in clauses (i) or (ii) above with respect to any fees accruing prior Non-Consenting Lender unless the Borrower also makes one of such elections with respect to such replacement each other Terminated Lender becoming which is a Lender hereunder)Non-Consenting Lender. (c) This Section Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitment, if any, pursuant to clause (i) of subsection (b), such Terminated Lender shall supersede no longer constitute a “Lender” for purposes of this Agreement; provided that any provisions in Section 10.01 rights of such Terminated Lender to the contraryindemnification under this Agreement shall survive as to such Terminated Lender.

Removal and Replacement of Lenders. (a) In the event that that: (i) (x) any Lender (ieach, an "Increased-Cost Lender") requests compensation shall give notice to the Borrower that such Lender is entitled to receive payments under Sections Section 3.01 or 3.04, (y) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (z) such Lender shall fail to withdraw such notice within five Business Days after the Borrower's request for such withdrawal; or (ii) becomes any Lender shall become a Defaulting Lender or and shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower's request that it cure such default; or (iii) does not consent to in connection with any proposed amendment, supplement, modification, termination, waiver or consent or waiver with respect to any of any provision the provisions of this Agreement or any other Loan Document that requires the consent of each as contemplated by clauses (a) through (g) of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii)first proviso to Section 10.01, so long as the consent of the Required Lenders to shall have been obtained but the consent of one or more of such amendmentother Lenders (each, supplement, modification, a "Non-Consenting Lender") whose consent or waiver has is required shall not have been obtained), and (b) the failure to obtain Non-Consenting Lenders' consents does not result solely from the exercise of Non-Consenting Lenders' rights (and the withholding of any required consents by Non-Consenting Lenders) pursuant to the second proviso to Section 10.01; then, and in each such case, the Borrower mayshall have the right, upon notice at its option, to such Lender and Administrative Agent, remove or replace such the applicable Increased-Cost Lender, Defaulting Lender by or Non-Consenting Lender (A) non-ratably terminating such the "Terminated Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b") to one or more other Lenders or eligible assignees procured the extent permitted by Borrower 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 Commitment and prepayment of its Loans pursuant to clause subsection (A) preceding, (x) 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 3b), except as may otherwise be agreed with such Lender and (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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. (b) If fees cease The Borrower may, by giving written notice to accrue the Administrative Agent and any Terminated Lender of its election to do so (i) elect to (A) terminate the Commitment, if any, of such Terminated Lender upon receipt by such Terminated Lender of such notice and (b) prepay on the unfunded portion date of such termination any outstanding Loans made by such Terminated Lender, together with accrued and unpaid interest thereon and any other amounts payable to such Terminated Lender hereunder; provided that, in the Commitments event such Terminated Lender has any Loans outstanding at the time of a Defaulting Lender pursuant to Section 2.14(a)such termination, such fees the written consent of Administrative Agent and the Required Lenders (which consents shall not 132 Keystone Senior Credit Agreement be paid unreasonably withheld or delayed) shall be required in order for the Borrower to make the nonelection set forth in this clause (i); or (ii) elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitment, if any, in full to one or more Eligible Assignees (each, a "Replacement Lender") in accordance with the provisions of Section 10.07; provided that (A) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender as if it were a prepayment and (B) in the event such Terminated Lender is a Non-Defaulting Lenders (or replacement Lenders Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided that the Borrower may not make either of the elections set forth in clauses (i) or (ii) above with respect to any fees accruing prior Non-Consenting Lender unless the Borrower also makes one of such elections with respect to such replacement each other Terminated Lender becoming which is a Lender hereunder)Non-Consenting Lender. (c) This Section Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Commitment, if any, pursuant to clause (i) of subsection (b), such Terminated Lender shall supersede no longer constitute a "Lender" for purposes of this Agreement; provided that any provisions in Section 10.01 rights of such Terminated Lender to the contraryindemnification under this Agreement shall survive as to such Terminated Lender.

Removal and Replacement of Lenders. (a) In the event that that: (i) (x) any Lender (ieach, an “Increased-Cost Lender”) requests compensation shall give notice to the Borrower that such Lender is entitled to receive payments under Sections Section 3.01 or 3.04, (y) the circumstances which entitle such Lender to receive such payments shall remain in effect, and (z) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (ii) becomes any Lender shall become a Defaulting Lender or and shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (iii) does not consent to in connection with any proposed amendment, supplement, modification, termination, waiver or consent or waiver with respect to any of any provision the provisions of this Agreement or any other Loan Document that requires the consent of each as contemplated by clauses (a) through (h) of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii)first proviso to Section 11.01, so long as the consent of the Required Lenders to shall have been obtained but the consent of one or more of such amendmentother Lenders (each, supplement, modification, a “Non-Consenting Lender”) whose consent or waiver has is required shall not have been obtained), and (b) the failure to obtain Non-Consenting Lenders’ consents does not result solely from the exercise of Non-Consenting Lenders’ rights (and the withholding of any required consents by Non-Consenting Lenders) pursuant to the second proviso to Section 11.01; then, and in each such case, the Borrower mayshall have the right, upon notice at its option, to such Lender and Administrative Agent, remove or replace such the applicable Increased-Cost Lender, Defaulting Lender by or Non-Consenting Lender (A) non-ratably terminating such the “Terminated Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b”) to one or more other Lenders or eligible assignees procured the extent permitted by Borrower 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 Commitment and prepayment of its Loans pursuant to clause subsection (A) preceding, (x) 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 3b), except as may otherwise be agreed with such Lender and (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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. (b) If fees cease The Borrower may, by giving written notice to accrue the Administrative Agent and any Terminated Lender of its election to do so (i) elect to (A) terminate the Commitment, if any, of such Terminated Lender upon receipt by such Terminated Lender of such notice and (b) prepay on the unfunded portion date of such termination any outstanding Loans made by such Terminated Lender, together with accrued and unpaid interest thereon and any other amounts payable to such Terminated Lender hereunder; provided that, in the Commitments event such Terminated Lender has any Loans outstanding at the time of a Defaulting Lender pursuant to Section 2.14(a)such termination, such fees the written consent of Administrative Agent and the Required Lenders (which consents shall not be paid unreasonably withheld or delayed) shall be required in order for the Borrower to make the nonelection set forth in this clause (i); or (ii) elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitment, if any, in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 11.07; provided that (A) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender as if it were a prepayment and (B) in the event such Terminated Lender is a Non-Defaulting Lenders (or replacement Lenders Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided that the Borrower may not make either of the elections set forth in clauses (i) or (ii) above with respect to any fees accruing prior Non-Consenting Lender unless the Borrower also makes one of such elections with respect to such replacement each other Terminated Lender becoming which is a Lender hereunder)Non-Consenting Lender. (c) This Section Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitment, if any, pursuant to clause (i) of subsection (b), such Terminated Lender shall supersede no longer constitute a “Lender” for purposes of this Agreement; provided that any provisions in Section 10.01 rights of such Terminated Lender to the contraryindemnification under this Agreement shall survive as to such Terminated Lender.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrowers shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower Borrowers may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(bSECTION 10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by Borrower and otherwise reasonably acceptable the Borrowers; PROVIDED, HOWEVER, that if the Borrowers elect to Administrative Agent; provided that exercise such assigning right with respect to any Lender pursuant to SECTION 3.06(b), they shall have received payment of an amount equal be obligated to 100% of the outstanding principalremove or replace, 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 Commitment and prepayment of its Loans may be, all Lenders that have made similar requests for compensation pursuant to clause (A) preceding, SECTION 3.01 or 3.04. The Borrowers shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 3SECTION 3.05), except (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s 's Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrowers shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under SECTION 3.05. The Borrowers may then request Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrowers may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section section shall supersede any provisions provision in Section SECTION 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender (i) requests compensation under Sections Section 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders (including, for the avoidance of doubt, any extension permitted by Section 2.04(b) or 2.08(c) with the consent of each Lender) directly and adversely affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), the Borrower may, upon notice to such Lender and the Administrative Agent, remove or replace such Lender by (A) non-solely in the case of clause (ii) with respect to any Lender that becomes a Defaulting Lender, (x) after the Effective Date, under either of clauses (e) or (f) of the definition thereof or (y) on or prior to the Effective Date, for any reason, non ratably terminating such Lender’s Commitment and prepaying such Lenders outstanding Loans and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by the Borrower and and, in the case of the Revolving Facility, otherwise reasonably acceptable to the Administrative AgentAgent and the 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 Lenderthe Borrower. The Borrower shall, in the case of a termination of such Lender’s Commitment and prepayment of prepaying its Loans pursuant to clause (A) preceding, (x) 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 (y) provide appropriate assurances and indemnities (which may otherwise be agreed with 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 (yz) release such Lender from its obligations under the Loan Documents from and after the date of terminationtermination and prepayment. The Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to the Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Commitment or Loan is Commitments are being assigned shallshall execute and deliver, upon payment of (i) all amounts owed to it pursuant to the proviso in to 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 Acceptance covering such Lender’s Commitment or Loan, as applicableCommitments. The Administrative Agent shall distribute an amended Schedule 2.011.01A, which shall be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Commitments. Notwithstanding anything to the contrary contained herein, prior to the Effective Date, removal of Lenders pursuant to clause (A) above shall be permitted with respect to any Lender that would be a Defaulting Lender if no effect were given to any grace periods contained in clause (a) of the definition of Defaulting Lender. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a2.20(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)Lenders. (c) This Section section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and Administrative the Agent, (i) remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or or (Bii) replace such Lender by causing such Lender to assign its rights and obligations under this Agreement 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 eligible assignees Approved Funds procured by the Borrower. The Borrower 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment removal or replacement (including any amounts payable pursuant to Section 34.4), except (y) provide appropriate assurances and indemnities (which may include letters of credit) to the Swing Line Lender as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any Swing Line Loans then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. Any such Lender whose Commitment or Loan is being assigned shall, upon payment of (i) all amounts owed replaced shall execute and deliver a Lender Assignment Agreement with respect 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 applicableand Loans. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Loans ratable in accordance with any revised Percentages after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 4.4. The Borrower may then request Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Percentages. The Borrower may net any payments required hereunder against any funds being provided by any Lender commercial bank, other financial institution or Approved Fund 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section section shall supersede any provisions provision in Section 10.01 10.1 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth in this Agreement providing that Borrower shall have the event that any right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04, (ii) becomes a Defaulting Lender or (iii) does not consent other than with respect to any proposed amendment, supplement, modification, consent or waiver of any provision of outstanding Competitive Loan held by it) as a party to this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s Revolving Commitment and/or (Bii) causing such Lender to assign its rights and obligations under this Agreement Revolving Commitment pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower 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 LenderBorrower. Each Co-Borrower shall, in the case of a termination of such Lender’s Revolving Commitment and prepayment of its Loans pursuant to clause (Ai) preceding, (x) 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 (y) provide appropriate assurances and indemnities (which may otherwise be agreed with 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 (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Each Co-Borrower shall, in the case of an assignment pursuant to clause (Bii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving Commitment or Loan is being assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or Loan, as applicableRevolving 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees This section shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede supercede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender If (i) requests compensation under Sections 3.01 or 3.04any Lender is a Defaulting Lender, (ii) becomes 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 Defaulting Lender “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or under any other Loan Document circumstances set forth herein providing that requires the consent of each of Borrower shall have the Lenders right to remove or each of replace a Lender as a party to this Agreement, the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible 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, 3.04 or 3.07, (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 and otherwise reasonably acceptable to Administrative Agent; provided that such assigning Lender (y) the Borrower shall, or shall have received payment of an amount equal to 100% of the outstanding principal, interest and fees owed to such Lender from cause the assignee Lender to, as a condition to such replacement 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 Commitment and prepayment of its Loans pursuant to clause (A) precedingremoval, (x1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (y3) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 -116- replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Borrower; provided, however, that if the Borrower and otherwise reasonably acceptable elects to Administrative Agent; provided that exercise such assigning right with respect to any Lender pursuant to Section 3.06(b), it shall have received payment of an amount equal be obligated to 100% of the outstanding principalremove or replace, 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 Commitment and prepayment of its Loans may be, all Lenders that have similar requests for compensation pursuant to clause Section 3.01 or 3.04, similar requirements for increased payment under Section 3.01 (A) precedinga), or similar suspensions of obligations under Eurodollar Rate Loans under Section 3.02, outstanding at such time. The Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except (y) in the case of the removal of a Lender under clause (i) of this Section 10.16(a), provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuers as each may otherwise be agreed reasonably require with respect to any continuing obligation of such Lender to purchase participation interests in any L/C Obligations then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Agreement with respect to such Lender’s 's Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Loans of the Commitments of a Defaulting Lender pursuant to all Lenders, together with any amounts due under Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)3. (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrowers shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower Borrowers may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(bSECTION 10.07(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by Borrower and otherwise reasonably acceptable the Borrowers; PROVIDED, HOWEVER, that if the Borrowers elect to Administrative Agent; provided that exercise such assigning right with respect to any Lender pursuant to SECTION 3.06(b), they shall have received payment of an amount equal be obligated to 100% of the outstanding principalremove or replace, 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 Commitment and prepayment of its Loans may be, all Lenders that have made similar requests for compensation pursuant to clause (A) preceding, SECTION 3.01 or 3.04. The Borrowers shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 3SECTION 3.05), except (y) provide appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer as it may otherwise be agreed reasonably require with such Lender respect to any continuing obligation to purchase participation interests in any L/C Obligations then outstanding, and (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s 's Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrowers shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under SECTION 3.05. The Borrowers may then request Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrowers may net any payments required hereunder against any funds being provided by any Lender or Eligible Assignee replacing a terminating Lender. The effect for 72 purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section section shall supersede any provisions provision in Section SECTION 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender (i) requests compensation under Sections Section 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders (including, for the avoidance of doubt, any extension permitted by Section 2.01(e) with the consent of each Lender) affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s Revolving Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower and otherwise reasonably acceptable to Administrative AgentAgent 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. Each Co-Borrower shall, in the case of a termination of such Lender’s Revolving Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) 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 (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Each Co-Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving 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 applicableRevolving 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a2.17(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender If (i) requests compensation under Sections 3.01 or 3.04any Lender is a Defaulting Lender, (ii) becomes 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 Defaulting Lender “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or under any other Loan Document circumstances set forth herein providing that requires the consent of each of Borrower shall have the Lenders right to remove or each of replace a Lender as a party to this Agreement, the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such Xxxxxx’s Commitment or (2) replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.07(b) to one or more other Lenders or eligible 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, 3.04 or 3.07, (x) if the Borrower elects to exercise such right with respect to any Non-Consenting Lender, it shall be obligated to replace all other Lenders whose consent was required but not obtained with respect to the applicable amendment, modification, termination, waiver or consent and otherwise reasonably acceptable to Administrative Agent; provided that such assigning Lender (y) the Borrower shall, or shall have received payment of an amount equal to 100% of the outstanding principal, interest and fees owed to such Lender from cause the assignee Lender to, as a condition to such replacement 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 Commitment and prepayment of its Loans pursuant to clause (A) precedingremoval, (x1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination and prepayment or assignment (including any amounts payable pursuant to Section 33.05), except as may otherwise be agreed with such Lender and (y2) release such Lender from its obligations under the Loan Documents from and after the date of terminationDocuments. Borrower shall, in the case of an Each party hereto agrees that any assignment required pursuant to clause this Section 10.15(a) may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee (B) precedingor, cause to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party thereto in order for such assignment 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 effective and (ii) the assignment fee as described in the preceding sentence, shall be deemed to have executed consented to and delivered an Assignment be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and Assumption covering deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender’s Commitment , provided that any such documents shall be without recourse to or Loan, as applicablewarranty by the parties thereto. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section shall supersede any provisions provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that Under any 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 circumstances set forth in this Agreement providing that Borrower shall have the right to remove or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of replace a Lender as a party to this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained)Agreement, Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (Ai) non-non ratably terminating such Lender’s 's Commitment and/or (Bii) causing such Lender to assign its rights and obligations under this Agreement Commitment pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower 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 LenderBorrower. Borrower shall, in the case of a termination of such Lender’s 's Commitment and prepayment of its Loans pursuant to clause (Ai) preceding, (x) 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 (y) provide appropriate assurances and indemnities (which may otherwise be agreed with 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 (yz) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (Bii) 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 shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption Acceptance covering such Lender’s Commitment or Loan, as applicable's 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 Commitments. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees This section shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede supercede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any Lender (i) requests compensation under Sections Section 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders (including, for the avoidance of doubt, any extension permitted by Section 2.01(b) with the consent of each Lender) affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), the Borrower may, upon notice to such Lender and the Administrative Agent, remove or replace such Lender by (A) non-non ratably terminating such Lender’s Revolving Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by the Borrower and otherwise reasonably acceptable to the 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 the Borrower or such lesser amount as may be agreed with such Lender. The Borrower shall, in the case of a termination of such Lender’s Revolving Commitment and prepayment of prepaying its Loans pursuant to clause (A) preceding, (x) 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 Article 3), except as may otherwise be agreed with such Lender and (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. The Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to the Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Commitment or Loan is Revolving Commitments are being assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in to 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 Acceptance covering such Lender’s Commitment or Loan, as applicableRevolving Commitments. The Administrative Agent shall distribute an amended Schedule 2.011.01A, which shall be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Revolving Commitments. Notwithstanding anything to the contrary contained herein, prior to the Restatement Effective Date, removal of Lenders pursuant to clause (A) above shall be permitted with respect to any Lender that would be a Defaulting Lender if no effect were given to any grace periods contained in clause (a) of the definition of Defaulting Lender. (b) If fees cease to accrue on the unfunded portion of the Revolving Commitments of a Defaulting Lender pursuant to Section 2.14(a2.13(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In the event that any 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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section 10.04(b) to one or more other Lenders or eligible assignees procured by Borrower 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 and any other amounts owing hereunder 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 LenderXxxxxx’s Commitment and prepayment of its Term Loans pursuant to clause (A) preceding, (x) 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 (y) release such Lender from its obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) 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 Term 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. (b) If fees cease to accrue on the unfunded portion of the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such replacement Lender becoming a Lender hereunder). (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) In Under any circumstances set forth herein providing that the event that any Borrower shall have the right to remove or replace a Lender (i) requests compensation under Sections 3.01 or 3.04as a party to this Agreement, (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 or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of the Required Lenders to such amendment, supplement, modification, consent or waiver has been obtained), Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove or replace such Lender by (A) non-ratably terminating such Lender’s Commitment and/or or (Bii) replace such Lender by causing such Lender to assign its rights and obligations under this Agreement Commitment (without payment of any assignment fee) pursuant to Section 10.04(b10.06(b) to one or more other Lenders or eligible assignees Eligible Assignees procured by the Borrower. The Borrower 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 Commitment and prepayment of its Loans pursuant to clause (A) preceding, (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination and prepayment removal or replacement (including any amounts payable pursuant to Section 33.05), except as may otherwise be agreed with such Lender and (y) release such Lender from its any further obligations under the Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c)Documents. 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 replaced shall execute and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered deliver an Assignment and Assumption covering Acceptance with respect to such Lender’s Commitment or Loan, as applicableand outstanding Credit Extensions. 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. (b) If fees cease In order to accrue make all the Lenders’ interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the unfunded portion effective date thereof, all outstanding Revolving Loans of all Lenders, together with any amounts due under Section 3.05. The Borrower may then request Revolving Loans from the Commitments of a Defaulting Lender pursuant to Section 2.14(a), such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided 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 of any fees accruing prior to such replacement Lender becoming a Lender hereunder)thereto. (c) This Section 10.15 shall supersede any provisions provision in Section 10.01 to the contrary.