Common use of Removal and Replacement of Lenders Clause in Contracts

Removal and Replacement of Lenders. (a) If (i) any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreement, the 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 causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or 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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If In the event that any Lender (i) any Lender is a Defaulting Lenderrequests compensation under Sections 3.01 or 3.04, (ii) in connection with becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent with respect to any of the provisions hereof as contemplated by Section 10.01, other Loan Document that requires the consent of Required each of the Lenders shall have been obtained but or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of one the Required Lenders to such amendment, supplement, modification, consent or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have waiver has been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreementobtained), the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove or replace such Lender by terminating (on a A) non-ratable basis) ratably terminating such Lender’s Commitment or and/or (2B) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) rights and obligations under this Agreement pursuant to Section 10.07(b10.04(b) to one or more other Lenders or Eligible Assignees 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 Company; providedoutstanding principal, howeverinterest 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, that (w) if in the Company elects to exercise case of a termination of such right with respect to any Lender Lender’s Commitment and prepayment of its Term Loans 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 3.07clause (A) preceding, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment and prepayment (including any amounts payable pursuant to Section 3.053), (2) provide appropriate assurances and indemnities (which except as may include letters of credit) to each L/C Issuer as it may reasonably require otherwise be agreed with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, such Lender and (3y) release such Lender from its obligations under the Loan DocumentsDocuments 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 replaced shall execute assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding and deliver (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and Acceptance with respect to Assumption covering such Lender’s Commitment and outstanding Credit Extensionsor Term Loan, as applicable. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of adjustments to the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacementCommitments.

Removal and Replacement of Lenders. (a) If (i1) (A) such Lender or the Person that controls such Lender has become insolvent or has become the subject of a bankruptcy, receivership or insolvency proceeding, and (B) such Lender has failed to fund any Lender is a Defaulting Lenderportion of its Committed Loans within one Business Day following the date required to be funded by it hereunder, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained unless cured; or (iii2) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment by such Lender of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it they 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 3.01 or 3.073.04. The Borrower shall (w) pay in full the assignment fee specified in Section 10.07(b)(iv) unless otherwise paid by the replacement Lender, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3y) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If In the event that any Lender (i) any Lender is a Defaulting Lenderrequests compensation under Section 3.01 or 3.04, (ii) in connection with becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent with respect to any of the provisions hereof as contemplated by Section 10.01, other Loan Document that requires the consent of Required each of the Lenders shall have been obtained but 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 one or more other Lenders each Lender) directly and adversely affected thereby (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or in the case of this clause (iii) under any other circumstances set forth herein providing that ), so long as the Company shall have consent of the right Required Lenders to remove such amendment, supplement, modification, consent or replace a Lender as a party to this Agreementwaiver has been obtained), the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by (A) 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 (on a non-ratable basis) such Lender’s Commitment or and prepaying such Lenders outstanding Loans and/or (2B) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) rights and obligations under this Agreement pursuant to Section 10.07(b10.04(b) to one or more other Lenders or Eligible Assignees eligible assignees procured by the Company; providedBorrower and, 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 in the case may beof the Revolving Facility, 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 otherwise reasonably acceptable to the applicable amendment, modification, termination, waiver or consent, (y) Administrative Agent and the Company may not elect Issuing Lenders; provided that such assigning Lender shall have received payment of an amount equal to exercise such right with respect to any Lender seeking payment or reimbursement for Taxes pursuant to Section 3.01 during 100% of the six months immediately following the designation by the Company of a Borrower not organized in the United States to the extent that (A) such 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, (1) pay in full all outstanding principal, accrued interest, accrued interest and fees and other amounts owing owed to such Lender through from the date of termination assignee Lender or assignment (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.the

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s 's Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 3.01 or 3.07, 3.04. The Borrower shall (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each the L/C Issuer as it such L/C Issuer may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure Obligations then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s 's Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and and/or Pro Rata Shares resulting from any such removal or replacement.. The Borrower may not under any circumstances remove or replace the Lender that is the L/C Issuer without causing such Lender simultaneously to be replaced as L/C Issuer and without causing such Lender to be released from all liability in

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreement, the Company may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or 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; provided, (x) if the Company elects to exercise such right with respect to any Non-Consenting Lenderfurther, it shall be obligated to remove or replacehowever, 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) 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 (Ai) such Taxes result from the designation by the Company of a Borrower not organized in the United States, and (Bii) 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 organized. The Company shall, or shall cause the applicable Borrower or assignee Lender to, as a condition to such replacement or removal, (1x) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If In the event that any Lender (i) any Lender is a Defaulting Lenderrequests compensation under Sections 3.01 or 3.04, (ii) in connection with becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent with respect to any of the provisions hereof as contemplated by Section 10.01, other Loan Document that requires the consent of Required each of the Lenders shall have been obtained but or each of the Lenders affected thereby (in the case of this clause (iii), so long as the consent of one the Required Lenders to such amendment, supplement, modification, consent or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have waiver has been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreementobtained), the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove or replace such Lender by terminating (on a A) non-ratable basis) ratably terminating such Lender’s Commitment or and/or (2B) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) rights and obligations under this Agreement pursuant to Section 10.07(b10.04(b) to one or more other Lenders or Eligible Assignees 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 Company; providedoutstanding principal, howeverinterest 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, that (w) if in the Company elects to exercise case of a termination of such right with respect to any Lender Xxxxxx’s Commitment and prepayment of its Term Loans 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 3.07clause (A) preceding, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment and prepayment (including any amounts payable pursuant to Section 3.053), (2) provide appropriate assurances and indemnities (which except as may include letters of credit) to each L/C Issuer as it may reasonably require otherwise be agreed with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, such Lender and (3y) release such Lender from its obligations under the Loan DocumentsDocuments 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 replaced shall execute assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding and deliver (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and Acceptance with respect to Assumption covering such Lender’s Commitment and outstanding Credit Extensionsor Term Loan, as applicable. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of adjustments to the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacementCommitments.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreement, the Company may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s 's Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b11.07(b) to one or more other Lenders or 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 3.01 or 3.07, 3.04. The Company shall (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each the L/C Issuer and the Swing Line Lender as it each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure Obligations or any Swing Line Loans then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s 's Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement. No Borrower may under any circumstances remove or replace the Lender that is the L/C Issuer or the Swing Line Lender without causing such Lender simultaneously to be replaced as L/C Issuer and Swing Line Lender, as applicable, and, in the case of the L/C Issuer, without causing such Lender to be released from all liability in respect of then-outstanding Letters of Credit; all pursuant to documentation in form and substance satisfactory to such Lender.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment 's Revolving Commitments or (2ii) replace such Lender by causing such Lender to assign its Commitment Revolving Commitments (without payment of any assignment fee) pursuant to Section 10.07(b) hereof to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b)) hereof, 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, 3.02 or 3.04 or 3.07hereof. In such event, the Borrower shall (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.053.05 hereof), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer and the Swing Line Lender as it each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure Obligations or any Swing Line Loans then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment '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 changes in the identities of the Lenders and adjustments of their respective Revolving Commitments and and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i1) (A) a Lender or the Person that controls such Lender has become insolvent or has become the subject of a bankruptcy, receivership or insolvency proceeding, and (B) such Lender has failed to fund any Lender is a Defaulting Lenderportion of its Committed Loans within one Business Day following the date required to be funded by it hereunder, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained unless cured; or (iii2) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment by such Lender of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it they 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 3.01 or 3.073.04. The Borrower shall (w) pay in full the assignment fee specified in Section 10.07(b)(iv) unless otherwise paid by the replacement Lender, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3y) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment 's Commitment, or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 3.01 or 3.07, 3.04. The Borrower shall (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination removal or assignment replacement (including any amounts payable pursuant to Section 3.05), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each the L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstandingObligations, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s 's Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement. In order to 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 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 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 thereto. This Section 10.16 shall supersede any provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) If In the event that any Lender (i) any Lender is a Defaulting Lenderrequests compensation under Section 3.01 or 3.04, (ii) in connection with becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent with respect to any of the provisions hereof as contemplated by Section 10.01, other Loan Document that requires the consent of Required each of the Lenders shall have been obtained but 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 one or more other Lenders each Lender) directly and adversely affected thereby (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or in the case of this clause (iii) under any other circumstances set forth herein providing that ), so long as the Company shall have consent of the right Required Lenders to remove such amendment, supplement, modification, consent or replace a Lender as a party to this Agreementwaiver has been obtained), the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by (A) 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 (on a non-ratable basis) such Lender’s Commitment or and prepaying such Lenders outstanding Loans and/or (2B) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) rights and obligations under this Agreement pursuant to Section 10.07(b10.04(b) to one or more other Lenders or Eligible Assignees eligible assignees procured by the CompanyBorrower and, in the case of the Revolving Facility, otherwise reasonably acceptable to the Administrative Agent and the Issuing Lenders; providedprovided that such assigning Lender shall have received payment of an amount equal to 100% of the outstanding principal, howeverinterest and fees owed to such Lender from the assignee Lender or the Borrower. The Borrower shall, that (w) if in the Company elects to exercise case of a termination of such right with respect to any Lender Lender’s Commitment and prepaying its Loans 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 3.07clause (A) preceding, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued 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 or assignment and prepayment (including any amounts payable pursuant to Section 3.053), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender and the Issuing Lender as each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase risk participation interests interest in any L/C Exposure Letters of Credit then outstanding, outstanding and (3z) release such Lender from its obligations under the Loan DocumentsDocuments from and after the date of termination 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 Commitments are being replaced assigned shall execute and deliver deliver, upon payment of (i) all amounts owed to it pursuant to the proviso 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 Acceptance with respect to covering such Lender’s Commitment and outstanding Credit ExtensionsCommitments. The Administrative Agent shall distribute an amended Schedule 2.011.01A, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of adjustments to the Lenders and adjustments their Commitments. Notwithstanding anything to the contrary contained herein, prior to the Effective Date, removal of their respective Commitments and Pro Rata Shares resulting from Lenders pursuant to clause (A) above shall be permitted with respect to any such removal or replacementLender 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.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment 's Commitment, or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 3.01 or 3.07, (x) if the Company elects to exercise such right with respect to any Non-Consenting Lender, it 3.04. The Borrower 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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination removal or assignment replacement (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, ; and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s 's Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement. In order to 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 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 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 thereto. This Section 10.16 shall supersede any provision in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreement, the Company may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment 's Commitments or (2ii) replace such Lender by causing such Lender to assign its Commitment Commitments (without payment of any assignment fee) pursuant to Section 10.07(b10.7(b) to one or more other Lenders or 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)3.7, 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 3.3 or 3.07, 3.4. The Company shall (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.053.4), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each the L/C Issuer and the Swing Line Lender as it each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure Obligations or any Swing Line Loans then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall (i) execute and deliver an Assignment and Acceptance Assumption with respect to such Lender’s Commitment 's Commitments and outstanding Credit ExtensionsExtensions and (ii) return to the Administrative Agent any Notes held by it (whereupon the Administrative Agent shall promptly return the same to the Company, marked "canceled"). The Administrative Agent shall distribute an amended Schedule 2.01, 2.1 which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If In the event that any Lender (i) any Lender is a Defaulting Lenderrequests compensation under Section 3.01 or 3.04, (ii) in connection with becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent with respect to any of the provisions hereof as contemplated by Section 10.01, other Loan Document that requires the consent of Required each of the Lenders shall have been obtained but or each of the Lenders (including, for the avoidance of doubt, any extension permitted by Section 2.01(b) with the consent of one or more other Lenders each Lender) affected thereby (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or in the case of this clause (iii) under any other circumstances set forth herein providing that ), so long as the Company shall have consent of the right Required Lenders to remove such amendment, supplement, modification, consent or replace a Lender as a party to this Agreementwaiver has been obtained), the Company 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 Revolving Commitment and/or (B) causing such Lender to assign its Commitment (without payment of any assignment fee) rights and obligations under this Agreement pursuant to Section 10.07(b10.04(b) to one or more other Lenders or Eligible Assignees eligible assignees procured by the CompanyBorrower and otherwise reasonably acceptable to the Administrative Agent; providedprovided that such assigning Lender shall have received payment of an amount equal to 100% of the outstanding principal, howeverinterest 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, that (w) if in the Company elects to exercise case of a termination of such right with respect to any Lender Lender’s Revolving Commitment and prepaying its Loans 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 3.07clause (A) preceding, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued 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 or assignment and prepayment (including any amounts payable pursuant to Section 3.05Article 3), (2) provide appropriate assurances and indemnities (which except as may include letters of credit) to each L/C Issuer as it may reasonably require otherwise be agreed with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, such Lender and (3y) release such Lender from its obligations under the Loan DocumentsDocuments 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 Revolving Commitments are being replaced shall execute assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso to clause (B) preceding and deliver (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and Acceptance with respect to covering such Lender’s Commitment and outstanding Credit ExtensionsRevolving Commitments. The Administrative Agent shall distribute an amended Schedule 2.011.01A, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of adjustments to the Lenders and adjustments their Revolving Commitments. Notwithstanding anything to the contrary contained herein, prior to the Restatement Effective Date, removal of their respective Commitments and Pro Rata Shares resulting from Lenders pursuant to clause (A) above shall be permitted with respect to any such removal or replacementLender 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.

Removal and Replacement of Lenders. (a) If (i) any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Non‑Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreement, the 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 causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible 109 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 Non‑Consenting Lender, it shall be obligated to remove or replace, as the case may be, 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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver Each party hereto agrees that any assignment required pursuant to this Section 10.15(a) may be effected pursuant to an Assignment and Acceptance with respect executed by the Company, the Administrative Agent and the assignee (or, 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 effective and shall be deemed to have consented to and 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 deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender’s Commitment and outstanding Credit Extensions, provided that any such documents shall be without recourse to or warranty by the parties thereto. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s 's Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 3.01 or 3.07, 3.04. The Borrower shall (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each the L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure Obligations then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s 's Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and and/or Pro Rata Shares resulting from any such removal or replacement. The Borrower may not under any circumstances remove or replace the Lender that is the L/C Issuer without causing such Lender simultaneously to be replaced as L/C Issuer and, causing such Lender to be released from all liability in respect of then-outstanding Letters of Credit; all pursuant to documentation in form and substance satisfactory to such Lender.

Removal and Replacement of Lenders. (a) If In the event that any Lender (i) any Lender is a Defaulting Lenderrequests compensation under Section 3.01 or 3.04, (ii) in connection with becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent with respect to any of the provisions hereof as contemplated by Section 10.01, other Loan Document that requires the consent of Required each of the Lenders shall have been obtained but or each of the Lenders (including, for the avoidance of doubt, any extension permitted by Section 2.04(b) with the consent of one or more other Lenders each Lender) directly and adversely affected thereby (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or in the case of this clause (iii) under any other circumstances set forth herein providing that ), so long as the Company shall have consent of the right Required Lenders to remove such amendment, supplement, modification, consent or replace a Lender as a party to this Agreementwaiver has been obtained), the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by (A) 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 (on a non-ratable basis) such Lender’s Commitment or and prepaying such Lenders outstanding Loans and/or (2B) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) rights and obligations under this Agreement pursuant to Section 10.07(b10.04(b) to one or more other Lenders or Eligible Assignees eligible assignees procured by the CompanyBorrower; providedprovided that such assigning Lender shall have received payment of an amount equal to 100% of the outstanding principal, howeverinterest and fees owed to such Lender from the assignee Lender or the Borrower. The Borrower shall, that (w) if in the Company elects to exercise case of a termination of such right with respect to any Lender Lender’s Commitment and prepaying its Loans 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 3.07clause (A) preceding, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment and prepayment (including any amounts payable pursuant to Section 3.05), (23) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3y) release such Lender from its obligations under the Loan DocumentsDocuments from and after the date of termination 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 Commitments are being replaced assigned shall execute and deliver an Assignment and Acceptance with respect to covering such Lender’s Commitment and outstanding Credit ExtensionsCommitments. The Administrative Agent shall distribute an amended Schedule 2.011.01A, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of adjustments to the Lenders and adjustments their Commitments. Notwithstanding anything to the contrary contained herein, prior to the Effective Date, removal of their respective Commitments and Pro Rata Shares resulting from Lenders pursuant to clause (A) above shall be permitted with respect to any such removal or replacementLender 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.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 3.013.01 or 3.04, 3.04 similar requirements for increased payment under Section 3.01(a), or 3.07similar suspensions of obligations under Eurodollar Rate Loans under Section 3.02, outstanding at such time. The Borrower shall (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2y) 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 each the L/C Issuer Issuers as it each may reasonably require with respect to any continuing obligation of such Lender to purchase participation interests in any L/C Exposure Obligations then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance Assumption Agreement with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company 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 causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 Company 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, consent and (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3) release such Lender from its obligations under the Loan Documents. Any Lender being -116- replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, provided that (w) if the Company Borrower elects to exercise such right with respect to any Lender pursuant to Section 3.06(b3.06(c), it shall be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01, 3.01 or 3.04 or 3.07make similar notifications pursuant to Section 3.02. The Borrower shall, in the case of a termination of such Lender’s Commitment pursuant to clause (i) preceding, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation of such Lender to purchase participation interests in any L/C Exposure Obligations then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance Assumption with respect to such Lender’s Commitment and outstanding Credit Extensions. The Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to the Administrative Agent pursuant to Section 10.07(b). The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein in this Agreement providing that the Company Borrower shall have the right to remove or and replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by (i) non ratably terminating (on a non-ratable basis) such Lender’s Commitment or Commitment, and (2ii) replace such Lender by if being replaced, causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Companyacceptable to Borrower, Administrative Agent and Issuing Lender; provided, however, that (w) if during the Company elects to exercise such right with respect to existence of any Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 3.06(b), it 10.23. Any removed or replaced Lender shall be obligated entitled 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 not organized in the United States to the extent that (A) such 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, (1) pay in full of all principal, accrued interest, accrued fees and other amounts owing to such Lender or such Lender’s affiliated Indemnitees under any Loan Document through the date of termination or assignment (including any amounts payable pursuant to Section 3.053.5), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it such Lender may reasonably require with respect to any continuing obligation to purchase its participation interests interest in any L/C Exposure then outstanding, Letters of Credit and (3z) a release of such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to covering such Lender’s Commitment Commitment, and outstanding Credit Extensionsshall otherwise comply with Section 10.4. The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall thereafter be deemed incorporated into this Agreement, to reflect changes adjustments to Lenders and their Commitments. In order to 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 identities removal or replacement of a Lender, Borrower shall pay or prepay, but only to the extent necessary, on the effective date thereof, all outstanding Extensions of Credit of the Lenders and adjustments required to so be repaid or prepaid, together with any amounts due under Section 3.5. Borrower may then request Extensions of Credit from Lenders in accordance with their respective Commitments and revised Pro Rata Shares resulting from any such removal with respect to the Extensions of Credit so repaid or replacementprepaid.

Removal and Replacement of Lenders. (a) If In the event that any Lender (i) any Lender is a Defaulting Lenderrequests compensation under Section 3.01 or 3.04, (ii) in connection with becomes a Defaulting Lender or (iii) does not consent to any proposed amendment, supplement, modification, termination, consent or waiver of any provision of this Agreement or consent with respect to any of the provisions hereof as contemplated by Section 10.01, other Loan Document that requires the consent of Required each of the Lenders shall have been obtained but or each of the Lenders (including, for the avoidance of doubt, any extension permitted by Section 2.01(e) with the consent of one or more other Lenders each Lender) affected thereby (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or in the case of this clause (iii) under any other circumstances set forth herein providing that ), so long as the Company shall have consent of the right Required Lenders to remove such amendment, supplement, modification, consent or replace a Lender as a party to this Agreementwaiver has been obtained), the Company 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 Revolving Commitment and/or (B) causing such Lender to assign its Commitment (without payment of any assignment fee) rights and obligations under this Agreement pursuant to Section 10.07(b10.04(b) to one or more other Lenders or Eligible Assignees eligible assignees procured by Borrower and otherwise reasonably acceptable to Administrative Agent and Issuing Lenders; provided that such assigning Lender shall have received payment of an amount equal to 100% of the Company; providedoutstanding principal, howeverinterest 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, that (w) if in the Company elects to exercise case of a termination of such right with respect to any Lender Lender’s Revolving Commitment and prepayment of its Loans 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 3.07clause (A) preceding, (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued 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 or assignment and prepayment (including any amounts payable pursuant to Section 3.053), except as may otherwise be agreed with such Lender, (2y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender and the Issuing Lender as each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase risk participation interests interest in any L/C Exposure Letters of Credit then outstanding, outstanding and (3z) release such Lender from its obligations under the Loan DocumentsDocuments 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 is being replaced shall execute assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding and deliver (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and Acceptance with respect to Assumption covering such Lender’s Commitment and outstanding Credit ExtensionsRevolving Commitment. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of adjustments to the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacementRevolving Commitments.

Removal and Replacement of Lenders. (a) If (i) any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company 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 causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 Company 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, consent and (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts -107- payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such LenderXxxxxx’s Commitment or (2) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 Company 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, replace all other Lenders whose consent was required but not obtained with respect to the applicable amendment, modification, termination, waiver or consent, consent and (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), and (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver Each party hereto agrees that any assignment required pursuant to this Section 10.15(a) may be effected pursuant to an Assignment and Acceptance with respect executed by the Borrower, the Administrative Agent and the assignee (or, 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 effective and shall be deemed to have consented to and 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 deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender’s Commitment and outstanding Credit Extensions, provided that any such documents shall be without recourse to or warranty by the parties thereto. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) Under any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreement, the Company may, upon notice to such Lender and the Administrative Agent, (1i) remove such Lender by terminating (on a non-ratable basis) such Lender’s Commitment or (2ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b9.7(b) to one or more other Lenders or 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(b3.6(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 3.1 or 3.07, 3.4. The Company shall (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.053.5), (2y) provide appropriate assurances and indemnities (which may include letters of credit) to each the L/C Issuer and the Swing Line Lender as it each may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure Obligations or any Swing Line Loans then outstanding, and (3z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and and/or Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Company Borrower may, upon notice to such Lender and the Administrative Agent, (1) remove such Lender by terminating (on a non-ratable basis) such LenderXxxxxx’s Commitment or (2) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the CompanyBorrower; provided, however, that (w) if the Company 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 Company 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, consent and (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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such LenderXxxxxx’s Commitment and outstanding Credit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.

Removal and Replacement of Lenders. (a) If (i) any Lender is a Defaulting Lender, (ii) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01, the consent of Required Lenders shall have been obtained but the consent of one or more other Lenders (each a “Non-Consenting Non‑Consenting Lender”) whose consent is required shall not have been obtained or (iii) under any other circumstances set forth herein providing that the Company shall have the right to remove or replace a Lender as a party to this Agreement, the 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 causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or 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 Non‑Consenting Lender, it shall be obligated to remove or replace, as the case may be, 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 not organized in the United States to the extent that (A) such 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, (1) pay in full all principal, accrued interest, accrued fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05), (2) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer as it may reasonably require with respect to any continuing obligation to purchase participation interests in any L/C Exposure then outstanding, and (3) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver Each party hereto agrees that any assignment required pursuant to this Section 10.15(a) may be effected pursuant to an Assignment and Acceptance with respect executed by the Company, the Administrative Agent and the assignee (or, 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 effective and shall be deemed to have consented to and 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 deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender’s Commitment and outstanding Credit Extensions, provided that any such documents shall be without recourse to or warranty by the parties thereto. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and Pro Rata Shares resulting from any such removal or replacement.