Common use of Removal of Lender Clause in Contracts

Removal of Lender. Notwithstanding anything herein to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lender), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunder.

Removal of Lender. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lenderand the Lenders), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitmentscontinuing. Each notice by the Borrower under this Section 9.19 shall constitute a representation by the Borrower that the removal described in such notice is permitted under this SectionSection 9.19. Concurrently with such removalremoval and as a condition thereof, the Borrower shall pay to such removed Lender (or, if such Lender is a Defaulting Lender, to Agent) all amounts owing to such Lender hereunder (including any amounts arising under Section 3.4 as a consequence of such removal) and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement Agreement, except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments Commitment of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Shareterminate. Such removal will not, however, affect the Commitments of any other Lender Lenders hereunder.

Removal of Lender. Notwithstanding anything herein (a) If a Lender (i) is a Defaulting Lender or (ii) fails to give its consent to any amendment, waiver or action for which consent of all of the Lenders was required and to which the Required Lenders consented, such Lender shall, upon notice from the Borrower, execute and deliver to the contraryAdministrative Agent one or more Assignment and Assumptions assigning all of that Xxxxxx’s interests, rights and obligations under the Borrower mayLoan Documents to one or more Eligible Assignees designated by the Borrower, at any time subject to (A) compliance with the provisions of Section 10.04, (B) payment in its sole discretionfull of all principal, remove any Lender upon 15 Business Days’ written notice interest and fees owing to such Lender through the date of assignment (including any amounts payable pursuant to Section 2.14 but, in the case of a Defaulting Lender, excluding any amounts payable pursuant to Section 2.14(c) or (d)) and the Administrative Agent (the contents of which notice shall be promptly communicated C) delivery by the Administrative Agent to each other Lender), such removal to be effective at the expiration assignee(s) of such 15-day notice periodappropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its outstanding Loans and its Commitment; provided, however, that no the failure of any such Lender to execute and deliver to the Administrative Agent such Assignment and Assumption(s) shall not render such assignment(s) invalid, and the Administrative Agent shall record such assignment(s) in the Register. Alternatively, the Borrower may reduce the total Commitments (and for this purpose the minimum amounts for Commitment reductions shall not apply) by an amount equal to that Lender’s Commitment and pay and provide to such Lender the amounts, assurances and indemnities described above and release such Lender from its Commitment; provided, however, that the Commitment of a Defaulting Lender may not be removed hereunder (i) at a time when an so reduced so long as any Default or Event of Default shall have has occurred and is continuing. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be continuing or incorporated into this Agreement) to reflect any new Commitments and Pro Rata Shares. (iib) In order to make all Lenders’ interests in any outstanding Loans and in any fees and other amounts due under the Loan Documents ratable in accordance with any revised Pro Rata Shares after giving effect to the removal, the Total Aggregate Outstanding Extensions removal of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removalany Lender, the Borrower shall pay to or prepay, if necessary, on the effective date of such removed Lender removal all outstanding Loans, fees and other amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lenderpay, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender extent applicable, any amounts due under Section 2.14. The Borrower may then borrow Loans from the Lenders in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to accordance with their revised Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunderShares.

Removal of Lender. Notwithstanding anything herein to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ ' written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lender), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the CERC 5-Year Revolving Credit Agreement Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “"Lender” " for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s 's participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunder.

Removal of Lender. (a) If any Lender (i) has required the Borrowers to pay additional amounts in respect of withholding Taxes pursuant to Section 4.6, (ii) has notified the Borrowers and the Administrative Agent of its incurring increased costs under Section 4.3 or 4.5 or (iii) asserts under Section 4.1 that it is unlawful for it to make and maintain LIBO Rate Loans, in each case when no other Lender has also made such assertion, then the Borrowers may, unless (A) any Event of Default has occurred and is continuing, (B) such Lender has notified the Borrowers and the Administrative Agent that the circumstances giving rise to such notice no longer apply or (C) more than ten (10) Business Days shall have passed since the date of such notice or assertion without the Borrowers delivering a Notice of Termination to such Lender in accordance with this Section 4.12, terminate, in whole but not in part, the Commitments of any Lender (the "Terminated Lender") at any time upon five (5) Business Days' prior written notice to the Terminated Lender and the Administrative Agent (such notice referred to herein as a "Notice of Termination"), provided that such termination shall be in accordance with this Section 4.12. (b) In order to effect the termination of the Commitments of the Terminated Lender, the Borrowers shall: (i) obtain an agreement with one or more Lenders to increase their respective Commitments and/or (ii) request any one or more other banking or other financial institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept the Terminated Lender's Commitments; provided, however, that each such banking or financial institution shall be one of the Lenders or a commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000, or shall be reasonably acceptable to the Administrative Agent and the other Lenders and becomes a party by executing an Assignment (the Lenders or other banking or other financial institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender. (c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitments and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitments to be assigned to each Replacement Lender. (d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitments to the Replacement Lender or Replacement Lenders indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding, (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, to the order of the Replacement 1. The Borrowers will be responsible for the payment of any breakage costs associated with termination of the Terminated Lender, as set forth in Section 4.4. (e) Notwithstanding anything herein to the contrary, the Borrower may, at any time in its sole discretion, remove Borrowers' rights to replace any Lender upon 15 Business Days’ written pursuant to this Section 4.12 shall terminate within sixty (60) days following a requirement by such Lender described in clause (a)(i) or a delivery by such Lender of the notice described in clause (a)(ii) or an assertion by such Lender described in clause (a)(iii) (the "Replacement Termination Date"). The Borrowers shall forthwith pay such Lender all amounts owed to it under Sections 4.3, 4.5 and 4.6 in the event that the Borrowers have not delivered to such Lender and a Notice of Termination in the Administrative Agent time specified in clause (the contents a) above or, if a Notice of which notice shall be promptly communicated Termination has been timely provided, has not been replaced by the Administrative Agent to each other Lender), such removal to be effective at the expiration of such 15-day notice periodReplacement Termination Date; provided, however, that no if a Lender is being terminated in connection with clause (a)(i) or (a)(ii) above, such Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect notify the Borrowers prior to the removalLender Termination Date that it declines to be replaced, whereupon the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section Borrowers shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall not be required to pay to such removed Lender all the additional amounts owing due to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing pursuant to Sections 4.3, 4.5 or 4.6 giving rise to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by ittermination proceedings. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunder.ARTICLE V

Removal of Lender. Notwithstanding anything herein In the event that any Lender (the "Specified Lender") (a) fails to perform its obligation to fund any portion of the contraryLoan when required to do so by the terms of this Agreement or excused only by Section 2.17, (b) demands payment in respect of increased costs pursuant to Section 2.18 in an amount the Borrower may, at any time reasonably deems materially in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and excess of the Administrative Agent (the contents of which notice shall be promptly communicated amounts in respect thereof demanded by the Administrative Agent other Lenders, or (c) refuses to each consent to a proposed amendment, modification, consent or other Lender)action requiring unanimity among the Lenders under the terms of this Agreement, as to which the Majority Lenders have given such removal to be effective at the expiration of such 15-day notice period; providedconsent, howeverthen, that so long as no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removalDefault Condition exists, the Borrower shall pay have the right to such removed seek a replacement Lender all amounts owing which is reasonably satisfactory to such the Agent (a "Replacement Lender"). The Replacement Lender shall purchase the interest of the Specified Lender in the Loan and shall assume the obligations of the Specified Lender hereunder upon execution by the Replacement Lender of an Assignment and Acceptance and the tender by it to the Specified Lender of a purchase price agreed by it and the Specified Lender (or, if they are unable to agree, a purchase price equal to the amount of the Specified Lender's Pro Rata Share of the Loan and all other amounts then owed by the Borrower to the Specified Lender). Upon consummation of such assignment, the Replacement Lender shall become a party to this Agreement as a signatory hereto and shall have all of the rights and obligations of the Specified Lender under this Agreement and under any the other Loan Document in immediately available fundsDocuments, and no further consent or action by any party shall be required. Upon full the consummation of such assignment, the Borrower, the Agent and final payment hereunder of all amounts owing to such removed Lender, such the Specified Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder arrangements so that a new Revolving Credit Note and releasing the Borrower from all obligations owing a new Term Note are issued to the removed Replacement Lender. The Borrower and the Guarantors shall sign such documents and take such other actions reasonably requested by the Replacement Lender or the Agent to enable the Replacement Lender to share in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held rights created by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment other Loan Documents. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 12.13, the Company shall continue to pay to or for the benefit of the Specified Lender all amounts payable hereunderwhich it is required to pay pursuant to this Agreement and the other Loan Documents, as they become due and payable. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunder.Article

Removal of Lender. Notwithstanding anything herein a) If a Lender (i) is a Defaulting Lender or (ii) fails to give its consent to any amendment, waiver or action for which consent of all of the Lenders was required and to which the Required Lenders consented, such Lender shall, upon notice from the Borrower, execute and deliver to the contraryAdministrative Agent one or more Assignment and Assumptions assigning all of that Lender’s interests, rights and obligations under the Borrower mayLoan Documents to one or more Eligible Assignees designated by the Borrower, at any time subject to (A) compliance with the provisions of Section 10.04, (B) payment in its sole discretionfull of all principal, remove any Lender upon 15 Business Days’ written notice interest and fees owing to such Lender through the date of assignment (including any amounts payable pursuant to Section 2.14 but, in the case of a Defaulting Lender, excluding any amounts payable pursuant to Section 2.14(c) or (d)) and the Administrative Agent (the contents of which notice shall be promptly communicated C) delivery by the Administrative Agent to each other Lender), such removal to be effective at the expiration assignee(s) of such 15-day notice periodappropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interests in any Letters of Credit then outstanding; provided, however, that no the failure of any such Lender to execute and deliver to the Administrative Agent such Assignment and Assumption(s) shall not render such assignment(s) invalid, and the Administrative Agent shall record such assignment(s) in the Register. Alternatively, the Borrower may reduce the total Commitments (and for this purpose the minimum amounts for Commitment reductions shall not apply) by an amount equal to that Lender’s Commitment and pay and provide to such Lender the amounts, assurances and indemnities described above and release such Lender from its Commitment; provided, however, that the Commitment of a Defaulting Lender may not be removed hereunder (i) at a time when an so reduced so long as any Default or Event of Default shall have has occurred and is continuing. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be continuing or (iiincorporated into this Agreement) to reflect any new Commitments and Pro Rata Shares. b) In order to make all Lenders’ interests in any outstanding Loans and in any fees and other amounts due in respect of Letters of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal, the Total Aggregate Outstanding Extensions removal of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removalany Lender, the Borrower shall pay to or prepay, if necessary, on the effective date of such removed Lender removal all outstanding Loans and fees and other amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among pay, to the remaining extent applicable, any amounts due under Section 2.14. The Borrower may then borrow Loans from the Lenders according to in accordance with their revised Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunderShares.

Removal of Lender. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lenderthe LC Issuers and the Lenders), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect continuing; and provided, further, that if such Lender is an LC Issuer that has issued any outstanding Facility LCs at such time, its rights and obligations as an LC Issuer with respect to the removalsuch Facility LCs shall continue in full force and effect, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitmentsnotwithstanding its removal as a Lender. Each notice by the Borrower under this Section 9.19 shall constitute a representation by the Borrower that the removal described in such notice is permitted under this SectionSection 9.19. Concurrently with such removalremoval and as a condition thereof, the Borrower shall pay to such removed Lender (or, if such Lender is a Defaulting Lender, to Agent) all amounts owing to such Lender hereunder (including any amounts arising under Section 3.4 as a consequence of such removal) and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement Agreement, except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments Commitment of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Shareterminate. Such removal will not, however, affect the Commitments of any other Lender Lenders hereunder.

Removal of Lender. Notwithstanding anything herein In the event that any Lender (the "Specified Lender") (a) fails to perform its obligation to fund any portion of the contraryLoan when required to do so by the terms of this Agreement or excused only by Section 2.17, (b) demands payment in respect of increased costs pursuant to Section 2.18 in an amount the Borrower may, at any time reasonably deems materially in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and excess of the Administrative Agent (the contents of which notice shall be promptly communicated amounts in respect thereof demanded by the Administrative Agent other Lenders, or (c) refuses to each consent to a proposed amendment, modification, consent or other Lender)action requiring unanimity among the Lenders under the terms of this Agreement, as to which the Majority Lenders have given such removal to be effective at the expiration of such 15-day notice period; providedconsent, howeverthen, that so long as no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removalDefault Condition exists, the Borrower shall pay have the right to such removed seek a replacement Lender all amounts owing which is reasonably satisfactory to such the Agent (a "Replacement Lender"). The Replacement Lender shall purchase the interest of the Specified Lender in the Loan and shall assume the obligations of the Specified Lender hereunder upon execution by the Replacement Lender of an Assignment and Acceptance and the tender by it to the Specified Lender of a purchase price agreed by it and the Specified Lender (or, if they are unable to agree, a purchase price equal to the amount of the Specified Lender's Pro Rata Share of the Loan and all other amounts then owed by the Borrower to the Specified Lender). Upon consummation of such assignment, the Replacement Lender shall become a party to this Agreement as a signatory hereto and shall have all of the rights and obligations of the Specified Lender under this Agreement and under any the other Loan Document in immediately available fundsDocuments, and no further consent or action by any party shall be required. Upon full the consummation of such assignment, the Borrower, the Agent and final payment hereunder of all amounts owing to such removed Lender, such the Specified Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing arrangements so that a new Revolving Credit Note is issued to the removed Replacement Lender. The Borrower and the Guarantors shall sign such documents and take such other actions reasonably requested by the Replacement Lender or the Agent to enable the Replacement Lender to share in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held rights created by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment other Loan Documents. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 12.13, the Company shall continue to pay to or for the benefit of the Specified Lender all amounts payable hereunder. Effective immediately upon such removalwhich it is required to pay pursuant to this Agreement and the other Loan Documents, the Commitments of such removed Lender shall immediately terminate as they become due and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunderpayable.

Removal of Lender. Notwithstanding anything herein to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ ' written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lender), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “"Lender” " for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s 's participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunder.

Removal of Lender. Notwithstanding anything herein 96703187_8 (a) If a Lender (i) is a Defaulting Lender or (ii) fails to give its consent to any amendment, waiver or action for which consent of all of the Lenders was required and to which the Required Lenders consented, such Lender shall, upon notice from the Borrower, execute and deliver to the contraryAdministrative Agent one or more Assignment and Assumptions assigning all of that Lender’s interests, rights and obligations under the Borrower mayLoan Documents to one or more Eligible Assignees designated by the Borrower, at any time subject to (A) compliance with the provisions of Section 10.04, (B) payment in its sole discretionfull of all principal, remove any Lender upon 15 Business Days’ written notice interest and fees owing to such Lender through the date of assignment (including any amounts payable pursuant to Section 2.14 but, in the case of a Defaulting Lender, excluding any amounts payable pursuant to Section 2.14(c) or (d)) and the Administrative Agent (the contents of which notice shall be promptly communicated C) delivery by the Administrative Agent to each other Lender), such removal to be effective at the expiration assignee(s) of such 15-day notice periodappropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interests in any Letters of Credit then outstanding; provided, however, that no the failure of any such Lender to execute and deliver to the Administrative Agent such Assignment and Assumption(s) shall not render such assignment(s) invalid, and the Administrative Agent shall record such assignment(s) in the Register. Alternatively, the Borrower may reduce the total Commitments (and for this purpose the minimum amounts for Commitment reductions shall not apply) by an amount equal to that Lender’s Commitment and pay and provide to such Lender the amounts, assurances and indemnities described above and release such Lender from its Commitment; provided, however, that the Commitment of a Defaulting Lender may not be removed hereunder (i) at a time when an so reduced so long as any Default or Event of Default shall have has occurred and is continuing. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be continuing or incorporated into this Agreement) to reflect any new Commitments and Pro Rata Shares. (iib) In order to make all Lenders’ interests in any outstanding Loans and in any fees and other amounts due in respect of Letters of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal, the Total Aggregate Outstanding Extensions removal of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removalany Lender, the Borrower shall pay to or prepay, if necessary, on the effective date of such removed Lender removal all outstanding Loans and fees and other amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among pay, to the remaining extent applicable, any amounts due under Section 2.14. The Borrower may then borrow Loans from the Lenders according to in accordance with their revised Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunderShares.

Removal of Lender. Notwithstanding anything herein (a) If a Lender (i) is a Defaulting Lender or (ii) fails to give its consent to any amendment, waiver or action for which consent of all of the Lenders was required and to which the Required Lenders consented, such Lender shall, upon notice from the Borrower, execute and deliver to the contraryAdministrative Agent one or more Assignments and Assumptions assigning all of that Lender’s interests, rights and obligations under the Borrower mayLoan Documents to one or more Eligible Assignees designated by the Borrower, at any time subject to (A) compliance with the provisions of Section 10.04, (B) payment in its sole discretionfull of all principal, remove any Lender upon 15 Business Days’ written notice interest and fees owing to such Lender through the date of assignment (including any amounts payable pursuant to Section 2.14 but, in the case of a Defaulting Lender, excluding any amounts payable pursuant to Section 2.14(c) or (d)) and the Administrative Agent (the contents of which notice shall be promptly communicated C) delivery by the Administrative Agent to each other Lender), such removal to be effective at the expiration assignee(s) of such 15-day notice periodappropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interests in any Letters of Credit then outstanding; provided, however, that no the failure of any such Lender to execute and deliver to the Administrative Agent such Assignment(s) and Assumption(s) shall not render such assignment(s) invalid, and the Administrative Agent shall record such assignment(s) in the Register. Alternatively, the Borrower may reduce the total Commitments (and for this purpose the minimum amounts for Commitment reductions shall not apply) by an amount equal to that Lender’s Commitment and pay and provide to such Lender the amounts, assurances and indemnities described above and release such Lender from its Commitment; provided, however, that the Commitment of a Defaulting Lender may not be removed hereunder (i) at a time when an so reduced so long as any Default or Event of Default shall have has occurred and is continuing. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be continuing or incorporated into this Agreement) to reflect any new Commitments and Pro Rata Shares. (iib) In order to make all Lenders’ interests in any outstanding Loans and in any fees and other amounts due in respect of Letters of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal, the Total Aggregate Outstanding Extensions removal of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removalany Lender, the Borrower shall pay to or prepay, if necessary, on the effective date of such removed Lender removal all outstanding Loans and fees and other amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among pay, to the remaining Lenders according to their Pro Rata Share. Such removal will notextent applicable, however, affect the Commitments of any other Lender hereunderamounts due under Section 2.