Common use of Removal of Lenders Clause in Contracts

Removal of Lenders. If any Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If The Borrower shall be permitted to replace with a replacement financial institution reasonably satisfactory to the Administrative Agent any Lender (an “Affected Lender”) that requests reimbursement for amounts owing or payments of additional amounts pursuant to Section 2.11, 2.12 or 2.14; provided that (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lendersreplacement does not conflict with any Applicable Law, (ii) makes a demand upon no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender pursuant to the Credit Documents on or prior to the date of replacement, (iv) the Borrower for shall be liable to such replaced Lender under Section 2.13 if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (or if v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6(b) (provided that the Borrower is otherwise shall be obligated to pay the registration and processing fee referred to therein), (vi) until such time as such replacement shall be consummated, the Borrower shall pay to the replaced Lender all additional amounts (if any) required to pay) amounts pursuant to Section 4.32.11, 4.5 2.12 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender2.14, as the case may be, give notice and (vii) any such replacement shall not be deemed to be a “Replacement Notice”) in writing to waiver of any rights that the Borrower, the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion other Lender shall have against the replaced Lender. In the event any replaced Lender fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant to this Section 2.15, the Administrative Agent may, upon two (2) Business Days’ prior written notice to such replaced Lender, execute such agreements on behalf of its Loanssuch replaced Lender. The Borrower shall not be entitled to replace a Lender if, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, as a result of a waiver by such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as otherwise, the circumstances entitling the Borrower to eliminate the continued need for payment of amounts owing pursuant require such replacement cease to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4apply.

Removal of Lenders. If any (a) a Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts Participant requests compensation pursuant to Section 4.3, 4.5 3.12 or 4.6Section 4.l and the Requisite Lenders are not also doing the same, or gives notice (b) the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Loans into LIBOR Loans shall be suspended pursuant to Section 4.1 requiring a conversion 4.1(b), Section 4.2 or Section 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in Sections, the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case Company may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if either (A) demand that such replacement conflicts Lender or Participant (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any applicable law or regulation accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender and any amounts owing the Affected Lender under Section 4.4, or (B) prior pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender and any amounts owing the Affected Lender under Section 4.4, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Agents and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at no time shall the Agents, the Affected Lender or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Company of its rights under this Section shall be at the Company's sole cost and expenses and at no cost or expense to the Agents, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit each Borrower's obligation to pay to any Affected Lender compensation owing to such replacement, such Affected Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 3.12 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 44.1.

Removal of Lenders. If any Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the any Borrower for (or if the any Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iiiii) becomes a Defaulting Lender Lender, the Borrower Borrowers may, at its their sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing any Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments Commitments, Notes and/or Notes Synthetic Deposit to another financial institution or other Person (a “Non-Affected Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower Borrowers if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 44.6. If the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Term Loan Borrower and such Affected Lender in writing that the Non-Affected Replacement Lender is reasonably satisfactory to the Administrative Agent (such consent not being required where the Non-Affected Replacement Lender is already a Lender), then such Affected Lender shall, subject to the payment of any amounts due pursuant to Section 4.4, assign, in accordance with Section 11.11, the portion of its Commitments, Loans, Notes (if any), Synthetic Deposits and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the replacement notice to such Non-Affected Replacement Lender; provided that (A) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Non-Affected Replacement Lender, and (B) the purchase price paid by such Non-Affected Replacement Lender shall be in the amount of such Affected Lender’s Loans designated in the Replacement Notice, Synthetic Deposits and/or its Percentage of outstanding Reimbursement Obligations, as applicable, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to such Affected Lender hereunder. Upon the effective date of an assignment described above, the Non-Affected Replacement Lender shall become a “Lender” for all purposes under the Loan Documents. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any assignment agreement necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section.

Removal of Lenders. If any (a) a Lender or a Participant requests compensation pursuant to Sections 4.1 or 4.6 and the Requisite Lenders are not also doing the same, or (an b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Loans into Eurodollar Loans shall be suspended pursuant to Section 4.1 or Section 4.3, but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Borrower may either (i) demand that such Lender or Participant (the “Affected Lender”) (i) fails to consent ), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to an electionEligible Assignee subject to and in accordance with the provisions of Section 12.4 for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender (together with any participation held by the affected Lender in any Swing Line Loan pursuant to Section 2.2(c) or in any LC and related reimbursement obligations under the LC Subfacility pursuant to Section 2.3(c)) plus any accrued but unpaid interest thereon, consentaccrued but unpaid Fees owing to the Affected Lender, amendmentand any amounts owing to the Affected Lender under Section 4, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon pay to the Borrower for Affected Lender the aggregate principal balance of Loans (or if together with any participation held by the Borrower is otherwise required to pay) amounts Affected Lender in any Swing Line Loan pursuant to Section 4.3, 4.5 2.2(c) or 4.6, or gives notice in any LC and related reimbursement obligations under the LC Subfacility pursuant to Section 4.1 requiring a conversion of such 2.3(c)) then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender’s LIBO Rate Loans , and any amounts owing to Base Rate Loans the Affected Lender under Section 4, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in Section 12.14. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at no time shall Administrative Agent, the Affected Lender, or any change other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrower of its rights under this Section shall be at Borrower’s sole cost and expenses and at no cost or expense to Administrative Agent, the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans , or suspending such Lenderany of the other Lenders. The terms of this Section shall not in any way limit Borrower’s obligation to make Loans as, or pay to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting any Affected Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower compensation owing to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If any Lender (an “Affected Lender”) (ia) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting the Required Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, or (iib) makes a demand upon the Borrower Company for (or if the Borrower Company is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.64.6 (and the payment of such amounts are, and are likely to continue to be, more onerous in the reasonable judgment of the Company than with respect to the other Lenders), or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender Loans, the Borrower Company may, at its sole cost and expense, within 90 30 days of receipt by the Borrower Company of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lendernotice, as the case may be, give notice (a “Replacement Notice”) in writing to the applicable Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments Commitments, Notes and/or Notes Synthetic Deposit to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower Company if (Ai) such replacement conflicts with any applicable law or regulation regulation, (ii) any Event of Default shall have occurred and be continuing at the time of such replacement or (Biii) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If (i) Notwithstanding any other provision of this Agreement to the contrary, if a Lender (an or any Participant holding interests in any Loan owing to such Lender or in any Commitment of such Lender or in any other interest of such Lender under the Loan Documents) (each, a “Affected Demanding Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification demands any payment of any amount pursuant to this Article III and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrowers generally are obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then Harley may terminate such Demanding Lender’s Commitment hereunder, provided that (A) no Unmatured Default or Default shall have occurred and be continuing at the time of such Commitment termination, (B) in the case of a Demanding Lender, Harley shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under this Article III that arises out of such Trigger Event and that is similarly disproportionate to the amount the Borrowers are generally obligated to pay to other Lenders arising out of such Trigger Event, (C) the Global Administrative Agent and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the adequacy of the liquidity of Harley and its Subsidiaries) and (D) such Demanding Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 3.9(i))). In no event shall the termination of a Lender’s Commitment in accordance with this Section 3.9(i) impair or otherwise affect the obligation of the Borrowers to make any payment demanded by such Lender in accordance with this Article III. (ii) Notwithstanding any other provision of this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur) (each, a “NonBail-Consenting In Lender”), then Harley may terminate such Bail-In Lender’s Commitment hereunder, provided that (A) that requires no Unmatured Default or Default shall have occurred and be continuing at the consent time of such Commitment termination, (B) in the case of a greater percentage Bail-In Lender, Harley shall concurrently terminate the Commitment of each other Lender that is a Bail-In Lender at such time, (C) the Lenders than Global Administrative Agent and the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise shall have consented to by Non-Defaulting Lenders holding more than 50% each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the Total Exposure Amount adequacy of all Non-Defaulting Lenders, the liquidity of Harley and its Subsidiaries) and (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (AD) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Bail-In Lender shall have taken been paid all amounts then due to it under this Agreement and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any necessary action such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 43.9(ii))).

Removal of Lenders. If any Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the a Borrower for (or if the a Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or such Affected Lender’s EURIBOR Rate Loans to Euro Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or EURIBOR Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or EURIBOR Rate Loans or (iii) becomes a Defaulting Lender Lender, the applicable Borrower may, at its sole cost and expense, within 90 days of receipt by the such Borrower of such demand or notice (or the occurrence of such other event causing such Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the a Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.if

Removal of Lenders. If (a) a Lender requests compensation ------------------ pursuant to Sections 4.01(a) or (b) or Section 4.06 and the Required Lenders ----------------------- ------------ are not also doing the same, (b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant to Section 4.01(a) or Section 4.03 but the obligation of --------------- ------------ the Required Lenders shall not have been suspended under such Sections, or (c) any Lender (an “Affected Lender”) (i) refuses or otherwise fails to consent to an electionany waiver, consent, amendment, waiver amendment or other modification to this Agreement or other of any Loan Document which (a “Non-Consenting Lender”i) that requires the unanimous written consent of a greater percentage of the all Lenders than the Required Lenders under Section 11.07 and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon has been approved in writing ------------- by the Required Lenders, then, so long as there does not then exist any Default or Event of Default, the Borrower for may either (or if A) demand that such Lender (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to another Eligible Assignee identified by the Borrower is otherwise required and willing to paybecome a Lender subject to and in accordance with the provisions of Section 11.01(a) for a purchase price equal to ---------------- the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender and any amounts pursuant to owing the Affected Lender under Section 4.3, 4.5 or 4.64.05, or gives notice pursuant ------------ (B) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender and any amounts owing the Affected Lender under Section 4.1 requiring 4.05, whereupon the Affected Lender shall no ------------ longer be a conversion party hereto or have any rights or obligations hereunder or under any of such the other Loan Documents and the Total Revolving Credit Commitment shall immediately and permanently be reduced by an amount equal to the amount of the Affected Lender’s LIBO Rate Loans 's Commitment. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at no time shall the Agent or the Affected Lender be obligated in any way whatsoever to Base Rate Loans or initiate any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender replacement. The exercise by the Borrower may, of its rights under this Section shall be at its the Borrower's sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If Borrower shall be permitted to replace with a replacement financial institution (i) any Lender that requests reimbursement for amounts owing or payments of additional amounts pursuant to Section 3.7 or 3.10; (ii) any Defaulting Lender; or (iii) any Lender (an “Affected Lender”other than PNC) (i) that fails to consent to an electionany proposed amendment, consentmodification, amendmenttermination, waiver or other modification consent with respect to this Agreement any provision hereof or other Loan of any Other Document (a “Non-Consenting Lender”) that requires the consent unanimous approval of a greater percentage all of the Lenders, the approval of all of the Lenders than affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 15.2, so long as the consent of the Required Lenders and shall have been obtained with respect to such electionamendment, consentmodification, amendmenttermination, waiver or consent; provided that (A) such replacement does not conflict with any applicable law, treaty, rule or regulation or determination of an arbitrator or a court or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting LendersGovernmental Body, (iiB) makes a demand upon the Borrower for (or if the Borrower is otherwise required except with respect to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or clause (iii) becomes a Defaulting Lender above, no Event of Default shall have occurred and be continuing at the Borrower maytime of such replacement, (C) the replacement financial institution shall purchase, at its sole cost par, all Advances and expenseother amounts owing to such replaced Lender on or prior to the date of replacement, within 90 days (D) with respect to clause (iii) above, the replacement financial institution shall approve the proposed amendment, modification, termination, waiver or consent, (E) Borrower shall be liable to such replaced Lender under Section 2.2 and 2.4 if any Eurodollar Rate Loan owing to such replaced Lender shall be purchased other than on the last day of receipt by the Interest Period relating thereto, (F) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 15.3(c) (provided that Borrower of such demand or notice (or the occurrence of such other event causing Borrower to shall be required obligated to pay the registration and processing fee referred to therein), (G) until such compensationtime as such replacement shall be consummated, Borrower shall pay to the replaced Lender all additional amounts (if any) required pursuant to Sections 3.7 or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender3.10, as the case may be, give notice (a “Replacement Notice”H) in writing the case of clause (iii) above, Borrower provides at least three (3) Business Days’ prior notice to the Administrative such replaced Lender, and (I) any such replacement shall not be deemed to be a waiver of any rights that Borrower, Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken against the replaced Lender. In the event any necessary action replaced Lender fails to execute the agreements required under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing 15.3 in connection with an assignment pursuant to this Section 4.5 2.24, Borrower may, upon two (2) Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or 4.6 and withdrew its request for compensation under Section 4.3otherwise, 4.5 or 4the circumstances entitling Borrower to require such replacement cease to apply.

Removal of Lenders. If Notwithstanding any other provision of this Agreement to the contrary, if a Lender (an or any Participant holding interests in any Loan owing to such Lender or in any Commitment of such Lender or in any other interest of such Lender under the Loan Documents) (each, a “Affected Demanding Lender”) demands any payment of any amount pursuant to this Article III and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrowers generally are obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then Harley may terminate such Lender’s Commitment hereunder, provided that (i) fails no Unmatured Default or Default shall have occurred and be continuing at the time of such Commitment termination, (ii) in the case of a Demanding Lender, Harley shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under this Article III that arises out of such Trigger Event and that is similarly disproportionate to consent the amount the Borrowers are generally obligated to an electionpay to other Lenders arising out of such Trigger Event, consent(iii) the Global Administrative Agent and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, amendment, waiver or other modification but may include consideration of the adequacy of the liquidity of Harley and its Subsidiaries) and (iv) such Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a “Non-Consenting Lender”) Commitment that requires concurrently is being terminated under this Section 3.9)). In no event shall the consent termination of a greater percentage Lender’s Commitment in accordance with this paragraph impair or otherwise affect the obligation of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation Borrowers to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt any payment demanded by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts accordance with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4this Article III.

Removal of Lenders. If any a Lender (an “"Affected Lender”"): (a) refuses to give timely consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 21.16(a), requires consent of all of the Lenders (and the consent of the Majority Lenders has been given with respect thereto); (b) provides a notice that it is not able to fund an Advance in respect of a Hostile Acquisition pursuant to Section 7.2; (c) makes a claim for Additional Compensation pursuant to Section 12.1; or (d) provides a notice that it is unable to maintain or continue to offer any Advance pursuant to Section 12.2; then the Borrower may: (e) replace the Affected Lender with another financial institution acceptable to the Agent, acting reasonably, who purchases at par the Principal Amount owing to the Affected Lender and such Lender's entire Individual Commitment Amount and assumes the Affected Lender's Individual Commitment Amount and all other obligations of the Affected Lender hereunder, provided that prior to or concurrently with such replacement: (i) fails the Affected Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of replacement and a release from any further obligations to consent make Advances under the Documents after the date of such replacement; (ii) the assignment fee required to an electionbe paid by Section 20.2 shall have been paid to the Agent; (iii) all of the requirements for such assignment contained in Section 20.2 shall have been satisfied, consentincluding, amendmentwithout limitation, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than Agent, the Required Swingline Lender and the Fronting Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to the receipt by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion Agent of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change agreements, documents and instruments as the Agent may reasonably require; and (iv) in the basis upon which interest is case of Section 21.17(a) each assignee consents, at the time of such assignment, to accrue each matter in respect of which such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender was an Affected Lender and the Borrower mayalso requires each other Lender that is an Affected Lender by reason of Section 21.17(a) to assign the Principal Amount owing to it and its Individual Commitment Amount; or (f) elect to terminate the Affected Lender's Individual Commitment Amount, at its sole cost in which case the Commitment Amount shall be reduced by an amount equal to the amount of any Individual Commitment Amount so cancelled (provided that prior to or concurrently with such cancellation the Affected Lender shall have received payment in full of all principal, interest, fees and expenseother amounts through such date of cancellation (including breakage and other costs in accordance with Section 9.2, within 90 days the provision of receipt by Escrow Funds to the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days Agent on behalf of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender respect of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given outstanding Bankers' Acceptances accepted by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken and cash collateralization in full of any necessary action contingent obligations in respect of any outstanding Letters of Credit for which such Lender is the LC Issuer) and a release from any further obligations to make Advances under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4Documents after such termination).

Removal of Lenders. If (i) Notwithstanding any other provision of this Agreement to the contrary, if a Lender (an or any Participant holding interests in any Loan owing to such Lender or in any Commitment of such Lender or in any other interest of such Lender under the Loan Documents) (each, a “Affected Demanding Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification demands any payment of any amount pursuant to this Article III and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrowers generally are obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then Harley may terminate such Demanding Lender’s Commitment hereunder, provided that (A) no Unmatured Default or Default shall have occurred and be continuing at the time of such Commitment termination, (B) in the case of a Demanding Lender, Harley shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under this Article III that arises out of such Trigger Event and that is similarly disproportionate to the amount the Borrowers are generally obligated to pay to other Lenders arising out of such Trigger Event, (C) the Global Administrative Agent and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the adequacy of the liquidity of Harley and its Subsidiaries) and (D) such Demanding Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 3.9(i))). In no event shall the termination of a Lender’s Commitment in accordance with this Section 3.9(i) impair or otherwise affect the obligation of the Borrowers to make any payment demanded by such Lender in (ii) Notwithstanding any other provision of this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur) (each, a “NonBail-Consenting In Lender”), then Harley may terminate such Bail-In Lender’s Commitment hereunder, provided that (A) that requires no Unmatured Default or Default shall have occurred and be continuing at the consent time of such Commitment termination, (B) in the case of a greater percentage Bail-In Lender, Harley shall concurrently terminate the Commitment of each other Lender that is a Bail-In Lender at such time, (C) the Lenders than Global Administrative Agent and the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise shall have consented to by Non-Defaulting Lenders holding more than 50% each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the Total Exposure Amount adequacy of the liquidity of Harley and its Subsidiaries) and (D) such Bail-In Lender shall have been paid all Non-Defaulting Lendersamounts then due to it under this Agreement and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 3.9(ii))).” (ii) makes a demand upon Section 5.1.5 of the Borrower for Credit Agreement is amended to delete the date “December 31, 2013” appearing therein and replace such date with the date “December 31, 2015”. (jj) Section 5.1.6 of the Credit Agreement is amended to delete the date “December 31, 2013” appearing therein and replace such date with the date “December 31, 2015”. (kk) Section 5.1.10 of the Credit Agreement is amended to (i) delete the first sentence thereof and (ii) insert the word “written” immediately before the phrase “information furnished by or if on behalf” appearing therein. (ll) Section 5.1.12 of the Borrower Credit Agreement is otherwise required amended to pay) amounts pursuant insert the parenthetical “(it being understood that no Unmatured Default or Default shall be deemed to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue exist in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation the representation and warranty in this sentence if it becomes inaccurate due to make Loans asan assignment to, or to convert Loans intoparticipation to, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting LenderParticipant, as the case may be, give notice that is a Sanctioned Person)” immediately after the phrase “in all material respects” appearing therein. (a mm) Section 6.1.3 of the Credit Agreement is amended to (i) delete the semicolon appearing immediately before the proviso therein, (ii) insert parentheses immediately before and after such proviso and (iii) insert the phrase “Replacement Notice”) in writing , except to the Administrative Agent extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect” immediately after such proviso. (nn) Section 6.1.5 of the Credit Agreement is amended and such Affected Lender of restated in its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so entirety as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.follows:

Removal of Lenders. If The Borrowers shall be permitted to replace with a replacement financial institution satisfactory to the Agent (i) any Lender that requests reimbursement for amounts owing or payments of additional amounts pursuant to Section 2.7, 4.7 or 4.9; (ii) any Defaulting Lender; or (iii) any Lender (an “Affected Lender”other than Wachovia Bank, National Association) (i) that fails to consent to an electionany proposed amendment, consentmodification, amendmenttermination, waiver or consent with respect to any provision hereof or of any other modification to this Agreement or other Loan Credit Document (a “Non-Consenting Lender”) that requires the consent unanimous approval of a greater percentage all of the Lenders, the approval of all of the Lenders than affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 14.10, so long as the consent of the Required Lenders and shall have been obtained with respect to such electionamendment, consentmodification, amendmenttermination, waiver or consent; provided that (A) such replacement does not conflict with any applicable law, treaty, rule or regulation or determination of an arbitrator or a court or other modification is otherwise consented Governmental Authority, (B) except with respect to by Non-Defaulting Lenders holding more clause (iii) above, no Event of Default shall have occurred and be continuing at the time of such replacement, (C) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (D) with respect to clause (iii) above, the replacement financial institution shall approve the proposed amendment, modification, termination, waiver or consent, (E) the Borrowers shall be liable to such replaced Lender under Section 4.10 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than 50% on the last day of the Total Exposure Amount of all Non-Defaulting LendersInterest Period relating thereto, (iiF) makes a demand upon the Borrower for replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 14.6(c) (or provided that the Borrowers shall be obligated to pay the registration and processing fee referred to therein), (G) until such time as such replacement shall be consummated, the Borrowers shall pay to the replaced Lender all additional amounts (if the Borrower is otherwise any) required to pay) amounts pursuant to Section 4.32.7, 4.5 4.7 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender4.9, as the case may be, give notice (a “Replacement Notice”H) in writing the case of clause (iii) above, the Borrowers provide at least three (3) Business Days’ prior notice to such replaced Lender, and (I) any such replacement shall not be deemed to be a waiver of any rights that the Administrative Borrowers, the Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken against the replaced Lender. In the event any necessary action replaced Lender fails to execute the agreements required under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing 14.6 in connection with an assignment pursuant to this Section 4.5 2.11, the Borrowers may, upon two (2) Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or 4.6 and withdrew its request for compensation under Section 4.3otherwise, 4.5 or 4the circumstances entitling the Borrowers to require such replacement cease to apply.

Removal of Lenders. If (a) a Lender requests compensation pursuant to Sections 4.01(a) or (b) or Section 4.06 and the Required Lenders are not also doing the same, (b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant to Section 4.01(a) or Section 4.03 but the obligation of the Required Lenders shall not have been suspended under such Sections, (c) any Lender (an “Affected Lender”) (i) refuses or otherwise fails to consent to an electionany waiver, consent, amendment, waiver amendment or other modification to this Agreement or other of any Loan Document which (i) requires the unanimous written consent of all Lenders under Section 11.07 and (ii) has been approved in writing by the Required Lenders, then, so long as there does not then exist any Default or Event of Default, or (d) any Lender is a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon then the Borrower for may either (or if A) demand that such Lender (the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such "Affected Lender’s LIBO Rate "), and upon such demand the Affected Lender shall promptly, assign its Revolving Credit Commitment and its Five Year Facility Commitment and all of its Loans and Five Year Facility Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt another Eligible Assignee identified by the Borrower and willing to become a Lender hereunder and under the Five Year Facility Credit Agreement subject to and in accordance with the provisions of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensationSection 11.01(a) or within 90 days of such Lender becoming for a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing purchase price equal to the Administrative Agent aggregate principal balance of Loans and such Five Year Facility Loans then owing to the Affected Lender of its intention plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to cause such the Affected Lender to sell all or and any portion of its Loansamounts owing the Affected Lender under Section 4.05 hereunder and Section 4.05 under the Five Year Facility Credit Agreement, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior pay to the Affected Lender the aggregate principal balance of Loans and Five Year Facility Loans then owing to the Affected Lender plus any such replacementaccrued but unpaid interest thereon, such accrued but unpaid fees owing to the Affected Lender, any amounts owing the Affected Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 4.05 hereunder and withdrew its request for compensation under Section 4.3, 4.5 or 4.Section

Removal of Lenders. If any (a) a Lender or a Participant requests compensation pursuant to Sections 4.1 or 4.6 and the Requisite Lenders are not also doing the same, or (an b) the obligation of a Lender to Continue or to Convert Loans into Eurodollar Loans shall be suspended pursuant to Section 4.1 or Section 4.3, but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Borrower may either (i) demand that such Lender or Participant (the “Affected Lender”) (i) fails to consent ), and upon such demand the Affected Lender shall promptly, assign its LC Exposure and all of its Loans to an electionEligible Assignee subject to and in accordance with the provisions of Section 12.4 for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender (together with any participation held by the Affected Lender in any Existing LC and related reimbursement obligations with respect to such Existing LCs pursuant to Section 2.2(b)) plus any accrued but unpaid interest thereon, consentaccrued but unpaid Fees owing to the Affected Lender, amendmentand any amounts owing to the Affected Lender under Section 4, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon pay to the Borrower for Affected Lender the aggregate principal balance of Loans (or if together with any participation held by the Borrower is otherwise required Affected Lender in any Existing LC and related reimbursement obligations with respect to pay) amounts such Existing LCs pursuant to Section 4.32.2(b)) then owing to the Affected Lender plus any accrued but unpaid interest thereon, 4.5 accrued but unpaid Fees owing to the Affected Lender, and any amounts owing to the Affected Lender under SECTION 4, whereupon the Affected Lender shall no longer be a party hereto or 4.6have any rights or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in Section 12.16. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section 4.7, but at no time shall Administrative Agent, the Affected Lender, or gives notice any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrower of its rights under this Section 4.7 shall be at Borrower’s sole cost and expense and at no cost or expense to Administrative Agent, the Affected Lender, or any of the other Lenders. The terms of this Section 4.7 shall not in any way limit Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If any Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the a Borrower for (or if the a Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or such Affected Lender’s EURIBOR Rate Loans to Euro Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or EURIBOR Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or EURIBOR Rate Loans or (iii) becomes a Defaulting Lender the such Borrower may, at its sole cost and expense, within 90 days of receipt by the such Borrower of such demand or notice (or the occurrence of such other event causing such Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the a Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 44.6. If the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the applicable Borrower and such Affected Lender in writing that the Replacement Lender is reasonably satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is already a Lender), then such Affected Lender shall, subject to the payment of any amounts due pursuant to Section 4.4, assign, in accordance with Section 10.11, the portion of its Commitments, Loans, Notes (if any) and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the Replacement Notice to such Replacement Lender; provided that (A) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender, and (B) the purchase price paid by such Replacement Lender shall be in the amount of such Affected Lender’s Loans designated in the Replacement Notice and/or its Percentage of outstanding Reimbursement Obligations, as applicable, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to such Affected Lender hereunder. Upon the effective date of an assignment described above, the Replacement Lender shall become a “Lender” for all purposes under the Loan Documents. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any assignment agreement necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section.

Removal of Lenders. If any (a) a Lender or a Participant requests compensation pursuant to SECTIONS 4.1 or 4.6 and the Requisite Lenders are not also doing the same, or (an “Affected Lender”b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Loans into Eurodollar Loans shall be suspended pursuant to SECTION 4.1 or SECTION 4.3, but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Borrower may either (i) fails to consent demand that such Lender or Participant (the "AFFECTED LENDER"), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to an electionEligible Assignee subject to and in accordance with the provisions of SECTION 12.4 for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender (together with any participation held by the affected Lender in any Swing Line Loan pursuant to SECTION 2.2(c) or in any LC and related reimbursement obligations under the LC Subfacility pursuant to SECTION 2.3(b)) plus any accrued but unpaid interest thereon, consentaccrued but unpaid Fees owing to the Affected Lender, amendmentand any amounts owing the Affected Lender under SECTION 4, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon pay to the Borrower for Affected Lender the aggregate principal balance of Loans (or if together with any participation held by the Borrower is otherwise required to pay) amounts Affected Lender in any Swing Line Loan pursuant to Section 4.3SECTION 2.2(c)or in any LC and related reimbursement obligations under the LC Subfacility pursuant to SECTION 2.3(b)) then owing to the Affected Lender plus any accrued but unpaid interest thereon, 4.5 accrued but unpaid Fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, whereupon the Affected Lender shall no longer be a party hereto or 4.6have any rights SECOND AMENDED AND RESTATED CREDIT AGREEMENT 38 44 or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in SECTION 12.14. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at no time shall Administrative Agent, the Affected Lender, or gives notice pursuant any other Lender be obligated in any way whatsoever to Section 4.1 requiring a conversion of initiate any such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, replacement or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the assist in finding an Eligible Assignee. The exercise by Borrower may, of its rights under this Section shall be at its Borrower's sole cost and expenseexpenses and at no cost or expense to Administrative Agent, within 90 days the Affected Lender, or any of receipt by the Borrower other Lenders. The terms of such demand or notice (or the occurrence of such other event causing Borrower to be required this Section shall not in any way limit Borrower's obligation to pay such compensation) or within 90 days of such to any Affected Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing compensation owing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or SECTION 4.

Removal of Lenders. If (i) Notwithstanding any other provision of this Agreement to the contrary, if a Lender (an or any Participant holding interests in any Loan owing to such Lender or in any Commitment of such Lender or in any other interest of such Lender under the Loan Documents) (each, a “Affected Demanding Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification demands any payment of any amount pursuant to this Article III and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrowers generally are obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then Xxxxxx may terminate such Demanding Lender’s Commitment hereunder, provided that (A) no Unmatured Default or Default shall have occurred and be continuing at the time of such Commitment termination, (B) in the case of a Demanding Lender, Harley shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under this Article III that arises out of such Trigger Event and that is similarly disproportionate to the amount the Borrowers are generally obligated to pay to other Lenders arising out of such Trigger Event, (C) the Global Administrative Agent, the Global Swing Line Lender and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the adequacy of the liquidity of Harley and its Subsidiaries) and (D) such Demanding Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 3.9(i))). In no event shall the termination of a Lender’s Commitment in accordance with this Section 3.9(i) impair or otherwise affect the obligation of the Borrowers (ii) Notwithstanding any other provision of this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur) (each, a “NonBail-Consenting In Lender”), then Harley may terminate such Bail-In Lender’s Commitment hereunder, provided that (A) that requires no Unmatured Default or Default shall have occurred and be continuing at the consent time of such Commitment termination, (B) in the case of a greater percentage Bail-In Lender, Harley shall concurrently terminate the Commitment of each other Lender that is a Bail-In Lender at such time, (C) the Lenders than Global Administrative Agent, the Global Swing Line Lender and the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise shall have consented to by Non-Defaulting Lenders holding more than 50% each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the Total Exposure Amount adequacy of all Non-Defaulting Lenders, the liquidity of Harley and its Subsidiaries) and (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (AD) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Bail-In Lender shall have taken been paid all amounts then due to it under this Agreement and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any necessary action such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 43.9(ii))).

Removal of Lenders. If The Borrowers shall be permitted to replace with a replacement financial institution (i) any Lender that requests reimbursement for amounts owing or payments of additional amounts pursuant to Section 3.7 or 3.10; (ii) any Defaulting Lender; or (iii) any Lender (an “Affected Lender”other than PNC Bank, National Association) (i) that fails to consent to an electionany proposed amendment, consentmodification, amendmenttermination, waiver or other modification consent with respect to this Agreement any provision hereof or other Loan of any Other Document (a “Non-Consenting Lender”) that requires the consent unanimous approval of a greater percentage all of the Lenders, the approval of all of the Lenders than affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 15.2, so long as the consent of the Required Lenders and shall have been obtained with respect to such electionamendment, consentmodification, amendmenttermination, waiver or consent; provided that (A) such replacement does not conflict with any applicable law, treaty, rule or regulation or determination of an arbitrator or a court or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting LendersGovernmental Body, (iiB) makes a demand upon the Borrower for (or if the Borrower is otherwise required except with respect to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or clause (iii) becomes a Defaulting Lender above, no Event of Default shall have occurred and be continuing at the Borrower maytime of such replacement, (C) the replacement financial institution shall purchase, at its sole cost par, all Advances and expenseother amounts owing to such replaced Lender on or prior to the date of replacement, within 90 days (D) with respect to clause (iii) above, the replacement financial institution shall approve the proposed amendment, modification, termination, waiver or consent, (E) the Borrowers shall be liable to such replaced Lender under Section 2.2 and 2.4 if any Eurodollar Rate Loan owing to such replaced Lender shall be purchased other than on the last day of receipt by the Borrower Interest Period relating thereto, (F) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of such demand or notice Section 15.3(c) (or provided that the occurrence of such other event causing Borrower to Borrowers shall be required obligated to pay the registration and processing fee referred to therein), (G) until such compensationtime as such replacement shall be consummated, the Borrowers shall pay to the replaced Lender all additional amounts (if any) required pursuant to Sections 3.7 or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender3.10, as the case may be, give notice (a “Replacement Notice”H) in writing the case of clause (iii) above, the Borrowers provide at least three (3) Business Days' prior notice to such replaced Lender, and (I) any such replacement shall not be deemed to be a waiver of any rights that the Administrative Borrowers, Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken against the replaced Lender. In the event any necessary action replaced Lender fails to execute the agreements required under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing 15.3 in connection with an assignment pursuant to this Section 4.5 2.22, the Borrowers may, upon two (2) Business Days' prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or 4.6 and withdrew its request for compensation under Section 4.3otherwise, 4.5 or 4the circumstances entitling the Borrowers to require such replacement cease to apply.

Removal of Lenders. If Notwithstanding any other provision of this Agreement to the contrary, (a) if a Lender (an a “Affected Demanding Lender”) demands any payment of any amount pursuant to Article II and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrower generally is obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), or (b) if any Lender shall at any time have (or have a parent that has) a long-term credit rating of lower than BBB from S&P, lower than Baa2 from Xxxxx’x, lower than BBB from Fitch or lower than the equivalent rating from any other nationally recognized statistical rating organization, or shall at any time not have a long-term credit rating from S&P, Xxxxx’x, Fitch or any other nationally recognized statistical rating organization (in each case under this clause (b) regardless of whether any such circumstances existed at the time such Lender became a Lender), then the Borrower may terminate such Lender’s Commitment hereunder, provided that (i) fails no Default shall have occurred and be continuing at the time of such Commitment termination, (ii) in the case of a Demanding Lender, the Borrower shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under Article II that arises out of such Trigger Event and that is similarly disproportionate to consent the amount the Borrower is generally obligated to an electionpay to other Lenders arising out of such Trigger Event, consent(iii) the Agent and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, amendmentbut may include, waiver or other modification without limitation, consideration of the adequacy of the liquidity of the Borrower and its Subsidiaries), (iv) after giving effect to such Commitment Termination the aggregate Commitments shall not be less than $500,000,000 and (v) such Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the Borrower may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a “Non-Consenting Lender”) Commitment that requires concurrently is being terminated under this Section)). In no event shall the consent termination of a greater percentage Lender’s Commitment in accordance with this paragraph impair or otherwise affect the obligation of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt any payment demanded by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts accordance with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4Article II.

Removal of Lenders. If any (a) a Lender or a Participant requests compensation pursuant to Sections 4.1 or 4.5 and the Requisite Lenders are not also doing the same, (an b) the obligation of a Lender to Continue or to Convert Loans into Eurodollar Loans shall be suspended pursuant to Section 4.1 or Section 4.3, but the obligation of the Requisite Lenders shall not have been suspended under such Sections or (c) a Lender is a Non-Consenting Lender, Borrower may either (i) demand that such Lender or Participant (the “Affected Lender”) (i) fails to consent ), and upon such demand the Affected Lender shall promptly, assign all of its Loans to an electionEligible Assignee subject to and in accordance with the provisions of Section 12.4 for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, consentaccrued but unpaid Fees, amendmentif any, waiver owing to the Affected Lender, and any amounts owing to the Affected Lender under Section 4, or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid Fees, if any, owing to the Affected Lender, and any amounts owing to the Affected Lender under SECTION 4, whereupon the Affected Lender shall no longer be a demand upon party hereto or have any rights or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in Section 12.16. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section 4.7, but at no time shall Administrative Agent, the Affected Lender, or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrower for (of its rights under this Section 4.7 shall be at Borrower’s sole cost and expense and at no cost or if expense to Administrative Agent, the Borrower is otherwise required Affected Lender, or any of the other Lenders. The terms of this Section 4.7 shall not in any way limit Borrower’s obligation to pay) amounts pay to any Affected Lender compensation owing to such Affected Lender pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If Notwithstanding any other provision of this Agreement to the contrary, if a Lender (an or any Participant holding interests in any Loan owing to such Lender or in any Commitment of such Lender or in any other interest of such Lender under the Loan Documents) (each, a “Affected Demanding Lender”) demands any payment of any amount pursuant to this Article III and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrowers generally are obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then Harley may terminate such Lender’s Commitment hereunder, provided that (i) fails no Unmatured Default or Default shall have occurred and be continuing at the time of such Commitment termination, (ii) in the case of a Demanding Lender, Harley shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under this Article III that arises out of such Trigger Event and that is similarly disproportionate to consent the amount the Borrowers are generally obligated to an electionpay to other Lenders arising out of such Trigger Event, consent(iii) the Global Administrative Agent, amendmentthe Global Swing Line Lender and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, waiver or other modification but may include consideration of the adequacy of the liquidity of Harley and its Subsidiaries) and (iv) such Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a “Non-Consenting Lender”) Commitment that requires concurrently is being terminated under this Section 3.9)). In no event shall the consent termination of a greater percentage Lender’s Commitment in accordance with this paragraph impair or otherwise affect the obligation of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation Borrowers to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt any payment demanded by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts accordance with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4this Article III.

Removal of Lenders. If (a) a Lender requests compensation pursuant to Sections 4.01(a) or (b) or Section 4.06 and the Required Lenders are not also doing the same, (b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant to Section 4.01(a) or Section 4.03 but the obligation of the Required Lenders shall not have been suspended under such Sections, (c) any Lender (an “Affected Lender”) (i) refuses or otherwise fails to consent to an electionany waiver, consent, amendment, waiver amendment or other modification to this Agreement or other of any Loan Document which (a “Non-Consenting Lender”i) that requires the unanimous written consent of a greater percentage of the all Lenders than under Section 11.07 and (ii) has been approved in writing by the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (iid) makes any Lender is a demand upon Non- Consenting Lender or (e) any Lender shall fail on two or more occasions during any twelve-month period to make the payment required by it under Section 2.17, each of which failure shall have resulted in the Borrower for making a payment to the Agent pursuant to the terms of Section 2.17, then, and with respect to clauses (a), (b), (c) and (e) above only, so long as there does not then exist a Default or if Event of Default, the Borrower is otherwise required may either (A) demand that such Lender (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Revolving Credit Commitment and all of its Loans to payanother Eligible Assignee identified by the Borrower and willing to become a Lender hereunder subject to and in accordance with the provisions of Section 11.01(a) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender and any amounts pursuant to owing the Affected Lender under Section 4.3, 4.5 or 4.64.05 hereunder, or gives notice pursuant (B) pay to Section 4.1 requiring a conversion the Affected Lender the aggregate principal balance of such Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender’s LIBO Rate Loans , any amounts owing the Affected Lender under Section 4.05 hereunder and any other amounts agreed by the Borrower to Base Rate Loans or any change in be owing to the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans , whereupon the Affected Lender shall no longer be a party hereto or suspending have any rights or obligations hereunder or under any of the other Loan Documents and the Total Revolving Credit Commitment shall immediately and permanently be reduced by an amount equal to the amount of the Affected Lender's Revolving Credit Commitment. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section 11.19, but at no time shall the Agent or the Affected Lender be obligated in any way whatsoever to initiate any such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender replacement. The exercise by the Borrower may, of its rights under this Section 11.19 shall be at its the Borrower's sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If Borrowers shall be permitted (with the consent of Agent) to replace with a replacement financial institution (i) any Lender that requests reimbursement for amounts owing or payments of additional amounts pursuant to Section 3.7 or 3.10; (ii) any Defaulting Lender; or (iii) any Lender (an “Affected Lender”other than PNC Bank, National Association) (i) that fails to consent to an electionany proposed amendment, consentmodification, amendmenttermination, waiver or other modification consent with respect to this Agreement any provision hereof or other Loan of any Other Document (a “Non-Consenting Lender”) that requires the consent unanimous approval of a greater percentage all of the Lenders, the approval of all of the Lenders than affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 15.2, so long as the consent of the Required Lenders and shall have been obtained with respect to such electionamendment, consentmodification, amendmenttermination, waiver or consent; provided that (A) such replacement does not conflict with any applicable law, treaty, rule or regulation or determination of an arbitrator or a court or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting LendersGovernmental Body, (iiB) makes a demand upon the Borrower for (or if the Borrower is otherwise required except with respect to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or clause (iii) becomes a Defaulting Lender above, no Event of Default shall have occurred and be continuing at the Borrower maytime of such replacement, (C) the replacement financial institution shall purchase, at its sole cost par, all Advances and expenseother amounts owing to such replaced Lender on or prior to the date of replacement, within 90 days (D) with respect to clause (iii) above, the replacement financial institution shall approve the proposed amendment, modification, termination, waiver or consent, (E) Borrowers shall be liable to such replaced Lender under Section 2.2 and 2.4 if any Eurodollar Rate Loan owing to such replaced Lender shall be purchased other than on the last day of receipt by the Borrower Interest Period relating thereto, (F) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of such demand or notice Section 15.3(c) (or the occurrence of such other event causing Borrower to provided that Borrowers shall be required obligated to pay the registration and processing fee referred to therein), (G) until such compensationtime as such replacement shall be consummated, Borrowers shall pay to the replaced Lender all additional amounts (if any) required pursuant to Sections 3.7 or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender3.10, as the case may be, give notice (a “Replacement Notice”H) in writing the case of clause (iii) above, Borrowers provide at least three (3) Business Days’ prior notice to the Administrative such replaced Lender, and (I) any such replacement shall not be deemed to be a waiver of any rights that Borrowers, Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken against the replaced Lender. In the event any necessary action replaced Lender fails to execute the agreements required under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing 15.3 in connection with an assignment pursuant to this Section 4.5 2.24, Borrowers may, upon two (2) Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or 4.6 and withdrew its request for compensation under Section 4.3otherwise, 4.5 or 4the circumstances entitling Borrowers to require such replacement cease to apply.

Removal of Lenders. If (a) a Lender requests compensation pursuant to Sections 4.01(a) or (b) or Section 4.06 and the Required Lenders are not also doing the same, (b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant to Section 4.01(a) or Section 4.03 but the obligation of the Required Lenders shall not have been suspended under such Sections, or (c) any Lender (an “Affected Lender”) (i) refuses or otherwise fails to consent to an electionany waiver, consent, amendment, waiver amendment or other modification to this Agreement or other of any Loan Document which (a “Non-Consenting Lender”i) that requires the unanimous written consent of a greater percentage of the all Lenders than the Required Lenders under Section 11.07 and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon has been approved in writing by the Required Lenders, then, so long as there does not then exist any Default or Event of Default, the Borrower for may either (or if A) demand that such Lender (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to another Eligible Assignee identified by the Borrower is otherwise required and willing to paybecome a Lender subject to and in accordance with the provisions of Section 11.01(a) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but 88 unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender and any amounts pursuant to owing the Affected Lender under Section 4.3, 4.5 or 4.64.05, or gives notice pursuant (B) pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender and any amounts owing the Affected Lender under Section 4.1 requiring 4.05, whereupon the Affected Lender shall no longer be a conversion party hereto or have any rights or obligations hereunder or under any of such the other Loan Documents and the Total Revolving Credit Commitment shall immediately and permanently be reduced by an amount equal to the amount of the Affected Lender’s LIBO Rate Loans 's Commitment. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at no time shall the Agent or the Affected Lender be obligated in any way whatsoever to Base Rate Loans or initiate any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender replacement. The exercise by the Borrower may, of its rights under this Section shall be at its the Borrower's sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If The Borrower shall be permitted to replace with a replacement financial institution reasonably satisfactory to the Administrative Agent (a) any Lender that requests reimbursement for amounts owing or payments of additional amounts pursuant to Section 2.15, 2.16 or 2.18 or (an “Affected b) any Defaulting Lender”) ; provided that (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lendersreplacement does not conflict with any Applicable Law, (ii) makes a demand upon no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender pursuant to the Credit Documents on or prior to the date of replacement, (iv) the Borrower for shall be liable to such replaced Lender under Section 2.17 if any Index Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (or if v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6(c) (provided that the Borrower is otherwise shall be obligated to pay the registration and processing fee referred to therein), (vi) until such time as such replacement shall be consummated, the Borrower shall pay to the replaced Lender all additional amounts (if any) required to pay) amounts pursuant to Section 4.32.15, 4.5 2.16 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender2.18, as the case may be, give notice and (vii) any such replacement shall not be deemed to be a “Replacement Notice”) in writing to waiver of any rights that the Borrower, the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion other Lender shall have against the replaced Lender. In the event any replaced Lender fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant to this Section 2.20, the Administrative Agent may, upon two (2) Business Days' prior written notice to such replaced Lender, execute such agreements on behalf of its Loanssuch replaced Lender. The Borrower shall not be entitled to replace a Lender if, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, as a result of a waiver by such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as otherwise, the circumstances entitling the Borrower to eliminate the continued need for payment of amounts owing pursuant require such replacement cease to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4apply.

Removal of Lenders. If any (a) a Lender (an “Affected Lender”) (i) fails or a Participant requests compensation pursuant to consent to an election, consent, amendment, waiver SECTIONS 4.1 or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than 4.6 and the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of are not also doing the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6same, or gives notice pursuant to Section 4.1 requiring (b) the obligation of a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation Lender to make Loans asEurodollar Rate Borrowings or to continue, or to convert Loans intoBorrowings into Eurodollar Rate Borrowings shall be suspended pursuant to SECTION 4.1 or SECTION 4.3, LIBO Rate Loans but the obligation of the Required Lenders shall not have been suspended under such Sections, Borrowers may either (i) demand that such Lender or Participant (the "AFFECTED LENDER"), and upon such demand the Affected Lender shall promptly, assign its Revolver Commitment and all of its Principal Debt to an Eligible Assignee subject to and in accordance with the provisions of SECTION 13.12(b) for a purchase price equal to the aggregate principal balance of Principal Debt then owing to the Affected Lender (together with any participation held by the Affected Lender in any Swing Line Principal Debt pursuant to SECTION 2.3(b) or in any LC and related reimbursement obligations under the LC Subfacility pursuant to SECTION 2.2(b)) plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, or (iiiii) becomes a Defaulting pay to the Affected Lender the Borrower mayaggregate principal balance of Principal Debt (together with any participation held by the Affected Lender in any Swing Line Loan pursuant to SECTION 2.3(b) or in any LC and related reimbursement obligations under the LC Subfacility pursuant to SECTION 2.2(b)) then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in SECTION 13.13. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at its no time shall Administrative Agent, the Affected Lender, or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrowers of the rights under this Section shall be at Borrowers' sole cost and expenseexpenses and at no cost or expense to Administrative Agent, within 90 days the Affected Lender, or any of receipt by the Borrower other Lenders and shall not be available if any Default or Potential Default has occurred and is continuing. The 33 ACS CREDIT AGREEMENT terms of such demand or notice (or the occurrence of such other event causing Borrower to be required this Section shall not in any way limit Borrowers' obligation to pay such compensation) or within 90 days of such to any Affected Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing compensation owing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or SECTION 4. SECTION 5 FEES.

Removal of Lenders. If any Lender (an “Affected Lender”) (ia) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Required Lenders, (iib) makes a demand upon the Borrower Company for (or if the Borrower Company is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.64.6 (and the payment of such amounts are, and are likely to continue to be, more onerous in the reasonable judgment of the Company than with respect to the other Lenders), or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO LIBOR Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO LIBOR Rate Loans Loans, or (iiic) becomes a Defaulting Lender Lender, the Borrower Company may, at its sole cost and expense, within 90 30 days of such consent by the Required Lenders, such receipt by the Borrower Company of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person an Eligible Assignee (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower Company if (Ai) such replacement conflicts with any applicable law or regulation regulation, (ii) any Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Company to satisfy its cash collateralization obligations pursuant to Section 2.10(a)(ii)) shall have occurred and be continuing at the time of such replacement or (Biii) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If (i) Notwithstanding any other provision of this Agreement to the contrary, if a Lender (an or any Participant holding interests in any Loan owing to such Lender or in any Commitment of such Lender or in any other interest of such Lender under the Loan Documents) (each, a “Affected Demanding Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification demands any payment of any amount pursuant to this Article III and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrowers generally are obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then Harley may terminate such Demanding Lender’s Commitment hereunder, provided that (A) no Unmatured Default or Default shall have occurred and be continuing at the time of such Commitment termination, (B) in the case of a Demanding Lender, Harley shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under this Article III that arises out of such Trigger Event and that is similarly disproportionate to the amount the Borrowers are generally obligated to pay to other Lenders arising out of such Trigger Event, (C) the Global Administrative Agent, the Global Swing Line Lender and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the adequacy of the liquidity of Harley and its Subsidiaries) and (D) such Demanding Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 3.9(i))). In no event shall the termination of a Lender’s Commitment in accordance with this Section 3.9(i) impair or otherwise affect the obligation of the Borrowers (ii) Notwithstanding any other provision of this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur) (each, a “NonBail-Consenting In Lender”), then Harley may terminate such Bail-In Lender’s Commitment hereunder, provided that (A) that requires no Unmatured Default or Default shall have occurred and be continuing at the consent time of such Commitment termination, (B) in the case of a greater percentage Bail-In Lender, Harley shall concurrently terminate the Commitment of each other Lender that is a Bail-In Lender at such time, (C) the Lenders than Global Administrative Agent, the Global Swing Line Lender and the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise shall have consented to by Non-Defaulting Lenders holding more than 50% each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the Total Exposure Amount adequacy of all Non-Defaulting Lenders, the liquidity of Harley and its Subsidiaries) and (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (AD) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Bail-In Lender shall have taken been paid all amounts then due to it under this Agreement and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any necessary action such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 43.9(ii))).

Removal of Lenders. If any a Lender (an “"Affected Lender”"): (a) refuses to give timely consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 19.16(a), requires consent of all of the Lenders (and the consent of the Majority Lenders has been given with respect thereto); (b) makes a claim for Additional Compensation pursuant to Section 10.1; or (c) provides a notice that it is unable to maintain or continue to offer any Advance pursuant to Section 10.2; then the Borrower may: (d) replace the Affected Lender with another financial institution acceptable to the Agent, acting reasonably, who purchases at par the Principal Amount owing to the Affected Lender and such Lender's entire Individual Commitment Amount and assumes the Affected Lender's Individual Commitment Amount and all other obligations of the Affected Lender hereunder, provided that prior to or concurrently with such replacement: (i) fails the Affected Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of replacement and a release from any further obligations to consent make Advances under the Documents after the date of such replacement; (ii) the assignment fee required to an electionbe paid by Section 18.2 shall have been paid to the Agent; (iii) all of the requirements for such assignment contained in Section 18.2 shall have been satisfied, consentincluding, amendmentwithout limitation, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than Agent and the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to receipt by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion Agent of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change agreements, documents and instruments as the Agent may reasonably require; and (iv) in the basis upon which interest is case of Section 19.17(a) each assignee consents, at the time of such assignment, to accrue each matter in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and which such Affected Lender of its intention to cause such was an Affected Lender and the Borrower also requires each other Lender that is an Affected Lender by reason of Section 19.17(a) to sell all or assign the Principal Amount owing to it and its Individual Commitment Amount; or (e) after the single Drawdown of the Credit Facility has been funded, elect to terminate the Affected Lender's Individual Commitment Amount, in which case the Commitment Amount shall be reduced by an amount equal to the amount of any portion of its Loans, Commitments and/or Notes to another financial institution or other Person Individual Commitment Amount so cancelled (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any or concurrently with such replacement, such cancellation the Affected Lender shall have taken any necessary action under received payment in full of all principal, interest, fees and other amounts through such date of cancellation (including breakage and other costs in accordance with Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.9.2)). ​ ​

Removal of Lenders. If any Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 5066 and 2/3% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender Lender, the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If Notwithstanding any other provision of this Agreement to the contrary, if either (a) a Lender (an a “Affected Demanding Lender”) demands any payment of any amount pursuant to this Article IV and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrowers generally are obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”) or (b) a Lender ceases to be a Swiss Qualifying Lender, then the Company may terminate such Lender’s Commitment hereunder, provided that (i) fails no Event of Default or Default shall have occurred and be continuing at the time of such Commitment termination, (ii) in the case of a Demanding Lender, the Company shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under this Article IV that arises out of such Trigger Event and that is similarly disproportionate to consent the amount the Borrowers are generally obligated to an electionpay to other Lenders arising out of such Trigger Event, consent(iii) the Administrative Agent, amendmentall Issuing Lenders and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, waiver or other modification but may include consideration of the adequacy of the liquidity of the Company and its Subsidiaries) and (iv) such Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a “Non-Consenting Lender”) Commitment that requires concurrently is being terminated under this Section 4.09)). In no event shall the consent termination of a greater percentage Lender’s Commitment in accordance with this paragraph impair or otherwise affect the obligation of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation Borrowers to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt any payment demanded by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts accordance with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4this Article IV.

Removal of Lenders. If The Borrowers shall be permitted to replace with a replacement financial institution (i) any Lender that requests reimbursement for amounts owing or payments of additional amounts pursuant to Section 3.7 or 3.10; (ii) any Defaulting Lender; or (iii) any Lender (an “Affected Lender”other than PNC Bank, National Association) (i) that fails to consent to an electionany proposed amendment, consentmodification, amendmenttermination, waiver or other modification consent with respect to this Agreement any provision hereof or other Loan of any Other Document (a “Non-Consenting Lender”) that requires the consent unanimous approval of a greater percentage all of the Lenders, the approval of all of the Lenders than affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 15.2, so long as the consent of the Required Lenders and shall have been obtained with respect to such electionamendment, consentmodification, amendmenttermination, waiver or consent; provided that (A) such replacement does not conflict with any applicable law, treaty, rule or regulation or determination of an arbitrator or a court or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting LendersGovernmental Body, (iiB) makes a demand upon the Borrower for (or if the Borrower is otherwise required except with respect to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or clause (iii) becomes a Defaulting Lender above, no Event of Default shall have occurred and be continuing at the Borrower maytime of such replacement, (C) the replacement financial institution shall purchase, at its sole cost par, all Advances and expenseother amounts owing to such replaced Lender on or prior to the date of replacement, within 90 days (D) with respect to clause (iii) above, the replacement financial institution shall approve the proposed amendment, modification, termination, waiver or consent, (E) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of receipt by Section 15.3(c) (provided that the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to Borrowers shall be required obligated to pay the registration and processing fee referred to therein), (F) until such compensationtime as such replacement shall be consummated, the Borrowers shall pay to the replaced Lender all additional amounts (if any) required pursuant to Sections 3.7 or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender3.10, as the case may be, give notice (a “Replacement Notice”G) in writing the case of clause (iii) above, the Borrowers provide at least three (3) Business Days’ prior notice to such replaced Lender, and (H) any such replacement shall not be deemed to be a waiver of any rights that the Administrative Borrowers, Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken against the replaced Lender. In the event any necessary action replaced Lender fails to execute the agreements required under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing 15.3 in connection with an assignment pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.this

Removal of Lenders. If any Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 44.6. If the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in writing that the Replacement Lender is reasonably satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is already a Lender), then such Affected Lender shall, subject to the payment of any amounts due pursuant to Section 4.4, assign, in accordance with Section 10.11, the portion of its Commitments, Loans, Notes (if any) and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the Replacement Notice to such Replacement Lender; provided that (A) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender, and (B) the purchase price paid by such Replacement Lender shall be in the amount of such Affected Lender’s Loans designated in the Replacement Notice and/or its Percentage of outstanding Reimbursement Obligations, as applicable, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to such Affected Lender hereunder. Upon the effective date of an assignment described above, the Replacement Lender shall become a “Lender” for all purposes under the Loan Documents. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any assignment agreement necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section.

Removal of Lenders. If any (a) a Lender or a Participant requests compensation pursuant to SECTIONS 4.1 or 4.6 and the Requisite Lenders are not also doing the same, or (an “Affected Lender”b) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent obligation of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented Lender to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate make Eurodollar Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans asContinue, or to convert Convert Loans intointo Eurodollar Loans shall be suspended pursuant to SECTION 4.1 or SECTION 4.3, LIBO Rate Loans or (iii) becomes a Defaulting Lender but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if either (A) demand that such replacement conflicts Lender or Participant (the "AFFECTED LENDER"), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to an Eligible Assignee subject to and in accordance with the provisions of SECTION 12.4 for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender (together with any applicable law participation held by the affected Lender in any Swing Line Loan pursuant to SECTION 2.2(b) or regulation in any LC and related reimbursement obligations under the LC Subfacility pursuant to SECTION 2.3(b)) plus any accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, or (B) prior pay to the Affected Lender the aggregate principal balance of Loans (together with any participation held by the Affected Lender in any Swing Line Loan pursuant to SECTION 2.2(b) or in any LC and related reimbursement obligations under the LC Subfacility pursuant to SECTION 2.3(b)) then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in SECTION 12.9. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at no time shall Administrative Agent, the Affected Lender, or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrower of its rights under this Section shall be at Borrower's sole cost and expenses and at no cost or expense to Administrative Agent, the Affected Lender, or any of the other Lenders. The terms of this Section shall not in any way limit Borrower's obligation to pay to any Affected Lender compensation owing to such replacement, such Affected Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or SECTION 4.

Removal of Lenders. If any Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 5066 and 2/3% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or or, (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 44.6 . If the Administrative Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in writing that the Replacement Lender is reasonably satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is already a Lender), then such Affected Lender shall, subject to the payment of any amounts due pursuant to Section 4.4, assign, in accordance with Section 10.11, the portion of its Commitments, Loans, Notes (if any) and other rights and obligations under this Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the replacement notice to such Replacement Lender; provided that (A) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender, and (B) the purchase price paid by such Replacement Lender shall be in the amount of such Affected Lender’s Loans designated in the Replacement Notice and/or its Percentage of outstanding Reimbursement Obligations, as applicable, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to such Affected Lender hereunder. Upon the effective date of an assignment described above, the Replacement Lender shall become a “Lender” for all purposes under the Loan Documents. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any assignment agreement necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section.

Removal of Lenders. If any (a) a Lender or a Participant requests compensation pursuant to SECTIONS 4.1 or 4.6 and the Requisite Lenders are not also doing the same, or (an “Affected Lender”b) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent obligation of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented Lender to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate make Eurodollar Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans asContinue, or to convert Convert Loans intointo Eurodollar Loans shall be suspended pursuant to SECTION 4.1 or SECTION 4.3, LIBO Rate Loans or (iii) becomes a Defaulting Lender but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if either (A) demand that such replacement conflicts Lender or Participant (the "AFFECTED LENDER"), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to an Eligible Assignee subject to and in accordance with the provisions of SECTION 12.4 for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender (together with any applicable law or regulation participation held by the affected Lender in any Swing Line Loan pursuant to SECTION 2.2(b)) plus any accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, or (B) prior pay to the Affected Lender the aggregate principal balance of Loans (together with any participation held by the Affected Lender in any Swing Line Loan pursuant to SECTION 2.2(b)) then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in SECTION 12.9. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at no time shall Administrative Agent, the Affected Lender, or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrower of its rights under this Section shall be at Borrower's sole cost and expenses and at no cost or expense to Administrative Agent, the Affected Lender, or any of the other Lenders. The terms of this Section shall not in any way limit Borrower's obligation to pay to any Affected Lender compensation owing to such replacement, such Affected Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or SECTION 4.

Removal of Lenders. If any (a) a Lender or a Participant requests compensation pursuant to Sections 4.1 or 4.6 and the Requisite Lenders are not also doing the same, or (an b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Loans into Eurodollar Loans shall be suspended pursuant to Section 4.1 or Section 4.3, but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Borrower may either (i) demand that such Lender or Participant (the “Affected Lender”) (i) fails to consent ), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to an electionEligible Assignee subject to and in accordance with the provisions of Section 12.4 for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender (together with any participation held by the Affected Lender in any Swing Line Loan pursuant to Section 2.2(c) or in any LC and related reimbursement obligations under the LC Subfacility pursuant to Section 2.3(c)) plus any accrued but unpaid interest thereon, consentaccrued but unpaid Fees owing to the Affected Lender, amendmentand any amounts owing to the Affected Lender under Section 4, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon pay to the Borrower for Affected Lender the aggregate principal balance of Loans (or if together with any participation held by the Borrower is otherwise required to pay) amounts Affected Lender in any Swing Line Loan pursuant to Section 4.3, 4.5 2.2(c) or 4.6, or gives notice in any LC and related reimbursement obligations under the LC Subfacility pursuant to Section 4.1 requiring a conversion of such 2.3(c)) then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender’s LIBO Rate Loans , and any amounts owing to Base Rate Loans the Affected Lender under Section 4, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in Section 12.14. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section 4.7, but at no time shall Administrative Agent, the Affected Lender, or any change other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrower of its rights under this Section 4.7 shall be at Borrower’s sole cost and expenses and at no cost or expense to Administrative Agent, the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans , or suspending such Lenderany of the other Lenders. The terms of this Section 4.7 shall not in any way limit Borrower’s obligation to make Loans as, or pay to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting any Affected Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower compensation owing to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If (a) a Lender requests compensation pursuant to Sections 4.01(a) or (b) or Section 4.06 and the Required Lenders are not also doing the same, (b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant to Section 4.01(a) or Section 4.03 but the obligation of the Required Lenders shall not have been suspended under such Sections, (c) any Lender (an “Affected Lender”) (i) refuses or otherwise fails to consent to an electionany waiver, consent, amendment, waiver amendment or other modification to this Agreement or other of any Loan Document which (a “Non-Consenting Lender”i) that requires the unanimous written consent of a greater percentage of the all Lenders than the Required Lenders under Section 11.07 and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon has been approved in writing by the Required Lenders, or (d) any Lender shall fail on two or more occasions during any twelve-month period to make the payment required by it under Section 2.16, each of which failure shall have resulted in the Borrower for (making a payment to the Agent pursuant to the terms of Section 2.16, then, so long as there does not then exist any Default or if Event of Default, the Borrower is otherwise required may either (A) demand that such Lender (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Revolving Credit Commitment and all of its Loans to payanother Eligible Assignee identified by the Borrower and willing to become a Lender hereunder subject to and in accordance with the provisions of Section 11.01(a) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender and any amounts pursuant to owing the Affected Lender under Section 4.3, 4.5 or 4.64.05 hereunder, or gives notice pursuant (B) pay to Section 4.1 requiring a conversion the Affected Lender the aggregate principal balance of such Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender’s LIBO Rate Loans , any amounts owing the Affected Lender under Section 4.05 hereunder and any other amounts agreed by the Borrower to Base Rate Loans or any change in be owing to the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans , whereupon the Affected Lender shall no longer be a party hereto or suspending have any rights or obligations hereunder or thereunder or under any of the other Loan Documents and the Total Revolving Credit Commitment shall immediately and permanently be reduced by an amount equal to the amount of the Affected Lender's Revolving Credit Commitment. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section 11.19, but at no time shall the Agent or the Affected Lender be obligated in any way whatsoever to initiate any such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender replacement. The exercise by the Borrower may, of its rights under this Section 11.19 shall be at its the Borrower's sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.

Removal of Lenders. If Notwithstanding any provision to the contrary in this Agreement, in the event that: (a) any Borrower is required to pay any amounts with respect to a Lender (an “"Affected Lender”") pursuant to Section 2.10 in circumstances which entitle such Affected Lender to receive such payments, and such amounts, or similar amounts, have not been demanded by all the Lenders, the Borrowers shall have the right to designate an Eligible Assignee which is not an Affiliate of any Borrower and which is reasonably acceptable to the Agent (iand which would not require the Borrowers to pay such amounts or similar amounts) fails to consent purchase for cash, pursuant to an electionAssignment and Acceptance, consentall of the Commitments, Term Loans and Revolving Credit Loans of such Affected Lender and to assume all of such Affected Lender's other rights and obligations 120 130 without recourse to or warranty by, or expense to, such Affected Lender, for a purchase price equal to the unpaid principal amount of all Term Loans and Revolving Credit Loans held by the Affected Lender and all accrued interest (including interest accrued (and not yet added to principal pursuant to Section 2.9(b)) and fees with respect thereto through the date of such sale, and each Affected Lender agrees that, in such event, it will sell and assign all of its outstanding Term Loans and Revolving Credit Loans to such Eligible Assignee upon payment of such purchase price; or (b) in connection with any proposed amendment, modification, waiver or other modification to this Agreement or other Loan Document termination (a “"Proposed Change") requiring the consent of all affected Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.2 being referred to as a "Non-Consenting Lender”) that requires "), then, so long as the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification Agent is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming not a Non-Consenting Lender or a Defaulting Lender, as at the case may beBorrowers' request, give notice (a “Replacement Notice”) in writing the Agent or an Eligible Assignee which is acceptable to the Administrative Agent shall have the right with the Agent's consent and in the Agent's sole discretion (but shall have no obligation) to purchase for cash, pursuant to an Assignment and Acceptance, from such Affected Non-Consenting Lenders, all of the Commitments, Term Loans and Revolving Credit Loans of such Non-Consenting Lender and to assume all of its intention such Non-Consenting Lender's other rights and obligations without recourse to, or warranty by, or expense to, such Non-Consenting Lenders, for an amount equal to cause such Affected Lender to sell the unpaid principal amount of all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given Term Loans and Revolving Credit Loans held by the Borrower if Non-Consenting Lender and all accrued interest (A) such replacement conflicts with any applicable law or regulation or including interest accrued (B) prior and not yet added to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing principal pursuant to Section 4.5 2.9(b)) and fees with respect thereto through the date of sale, and each Non-Consenting Lender agrees that, in such event, upon the Agent's request, such Non-Consenting Lender will sell and assign all of its Commitments, Term Loans and Revolving Credit Loans to the Agent or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4such Eligible Assignee upon payment of such amount.

Removal of Lenders. If any (a) a Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts Participant requests compensation pursuant to Section 4.3, 4.5 3.12 or 4.6Section 4.l and the Requisite Lenders are not also doing the same, or gives notice (b) the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Loans into LIBOR Loans shall be suspended pursuant to Section 4.1 requiring a conversion 4.1(b), Section 4.2 or Section 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in Sections, the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case Company may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if either (A) demand that such replacement conflicts Lender or Participant (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(d) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any applicable law or regulation accrued but unpaid interest thereon, accrued but unpaid Fees owing to the Affected Lender and any amounts owing the Affected Lender under Section 4.4, or (B) prior pay to the Affected Lender the aggregate principal balance of Loans then owing to the Affected Lender plus any such replacementaccrued but unpaid interest thereon, such accrued but unpaid Fees owing to the Affected Lender and any amounts owing the Affected Lender under Section 4.4, whereupon the Affected Lender shall no longer be a party hereto or have taken any necessary action rights or obligations hereunder or under Section 4.5 or 4.6 (if applicable) so as to eliminate any of the continued need for payment other Loan Documents. Each of amounts owing pursuant to Section 4.5 or 4.6 the Agents and withdrew its request for compensation under Section 4.3, 4.5 or 4.the Affected Lender shall reasonably cooperate in effectuating the replacement of an

Removal of Lenders. If Notwithstanding any other provision of this Agreement to the contrary, if a Lender (an a “Affected Demanding Lender”) demands any payment of any amount pursuant to Article II and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrower generally is obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then the Borrower may terminate such Lender’s Commitment hereunder, provided that (i) fails no Default shall have occurred and be continuing at the time of such Commitment termination, (ii) in the case of a Demanding Lender, the Borrower shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under Article II that arises out of such Trigger Event and that is similarly disproportionate to consent the amount the Borrower is generally obligated to an electionpay to other Lenders arising out of such Trigger Event, consent(iii) the Agent and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, amendmentbut may include, waiver or other modification without limitation, consideration of the adequacy of the liquidity of the Borrower and its Subsidiaries) and (iv) such Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the Borrower may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a “Non-Consenting Lender”) Commitment that requires concurrently is being terminated under this Section)). In no event shall the consent termination of a greater percentage Lender’s Commitment in accordance with this paragraph impair or otherwise affect the obligation of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt any payment demanded by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts accordance with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4Article II.

Removal of Lenders. If any Lender (an “Affected Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 5066 and 2/3% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.1, 4.2 or 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender Lender, the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 4.2 or 4.6 4.3 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 4.2 or 4.6 4.3 and withdrew its request for compensation under Section 4.34.1, 4.5 4.2 or 4.

Removal of Lenders. If (i) Notwithstanding any other provision of this Agreement to the contrary, if a Lender (an or any Participant holding interests in any Loan owing to such Lender or in any Commitment of such Lender or in any other interest of such Lender under the Loan Documents) (each, a “Affected Demanding Lender”) (i) fails to consent to an election, consent, amendment, waiver or other modification demands any payment of any amount pursuant to this Article III and the amount so demanded is disproportionately greater than the amount of compensation (if any) that the Borrowers generally are obligated to pay to other Lenders arising out of the same event or circumstance giving rise to such demand (a “Trigger Event”), then Harley may terminate such Demanding Lender’s Commitment hereunder, provided that (A) no Unmatured Default or Default shall have occurred and be continuing at the time of such Commitment termination, (B) in the case of a Demanding Lender, Harley shall concurrently terminate the Commitment of each other Lender that has made a demand for payment under this Article III that arises out of such Trigger Event and that is similarly disproportionate to the amount the Borrowers are generally obligated to pay to other Lenders arising out of such Trigger Event, (C) the Global Administrative Agent and the Required Lenders shall have consented to each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the adequacy of the liquidity of Harley and its Subsidiaries) and (D) such Demanding Lender shall have been paid all amounts then due to it under this Agreement or and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 3.9(i))). In no event shall the termination of a Lender’s Commitment in accordance with this Section 37 (ii) Notwithstanding any other provision of this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur) (each, a “NonBail-Consenting In Lender”), then Harley may terminate such Bail-In Lender’s Commitment hereunder, provided that (A) that requires no Unmatured Default or Default shall have occurred and be continuing at the consent time of such Commitment termination, (B) in the case of a greater percentage Bail-In Lender, Harley shall concurrently terminate the Commitment of each other Lender that is a Bail-In Lender at such time, (C) the Lenders than Global Administrative Agent and the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise shall have consented to by Non-Defaulting Lenders holding more than 50% each such Commitment termination (such consents not to be unreasonably withheld or delayed, but may include consideration of the Total Exposure Amount adequacy of all Non-Defaulting Lenders, the liquidity of Harley and its Subsidiaries) and (ii) makes a demand upon the Borrower for (or if the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (AD) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Bail-In Lender shall have taken been paid all amounts then due to it under this Agreement and each other Loan Document (which, for the avoidance of doubt, the respective Borrowers may pay in connection with any necessary action such termination without making ratable payments to any other Lender (other than another Lender that has a Commitment that concurrently is being terminated under this Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 43.9(ii))).

Removal of Lenders. If The Borrower shall be permitted to replace with a replacement financial institution reasonably satisfactory to the Administrative Agent (a) any Lender that requests reimbursement for amounts owing or payments of additional amounts pursuant to Section 2.15, 2.16, or 2.18 or (an “Affected b) any Defaulting Lender”) ; provided that (i) fails to consent to such replacement does not conflict with any applicable law, treaty, rule or regulation or determination of an election, consent, amendment, waiver arbitrator or a court or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting LendersGovernmental Authority, (ii) makes a demand upon no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender pursuant to the Credit Documents on or prior to the date of replacement, (iv) the Borrower for shall be liable to such replaced Lender under Section 2.17 if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (or if v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6(c) (provided that the Borrower is otherwise shall be obligated to pay the registration and processing fee referred to therein), (vi) until such time as such replacement shall be consummated, the Borrower shall pay to the replaced Lender all additional amounts (if any) required to pay) amounts pursuant to Section 4.32.15, 4.5 or 4.62.16, or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or any change in the basis upon which interest is to accrue in respect of such Affected Lender’s LIBO Rate Loans or suspending such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender the Borrower may, at its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender2.18, as the case may be, give notice and (vii) any such replacement shall not be deemed to be a “Replacement Notice”) in writing to waiver of any rights that the Borrower, the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken against the replaced Lender. In the event any necessary action replaced Lender fails to execute the agreements required under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing 9.6 in connection with an assignment pursuant to this Section 4.5 2.20, the Borrower may, upon two (2) Business Days' prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender. A Lender shall not be required to be replaced if, prior thereto, as a result of a waiver by such Lender or 4.6 and withdrew its request for compensation under Section 4.3otherwise, 4.5 or 4the circumstances entitling the Borrower to require such replacement cease to apply.

Removal of Lenders. If (a) a Lender requests compensation pursuant to Sections 4.01(a) or (b) or Section 4.06 and the Required Lenders are not also doing the same, (b) the obligation of a Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant to Section 4.01(a) or Section 4.03 but the obligation of the Required Lenders shall not have been suspended under such Sections, or (c) any Lender (an “Affected Lender”) (i) refuses or otherwise fails to consent to an electionany waiver, consent, amendment, waiver amendment or other modification to this Agreement or other of any Loan Document which (a “Non-Consenting Lender”i) that requires the unanimous written consent of a greater percentage of the all Lenders than the Required Lenders under Section 11.07 and such election, consent, amendment, waiver or other modification is otherwise consented to by Non-Defaulting Lenders holding more than 50% of the Total Exposure Amount of all Non-Defaulting Lenders, (ii) makes a demand upon has been approved in writing by the Required Lenders, then, so long as there does not then exist any Default or Event of Default, the Borrower for may either (or if A) demand that such Lender (the "Affected Lender"), and upon such demand the Affected Lender shall promptly, assign its Revolving Credit Commitment and its 364 Day Facility Commitment and all of its Loans and 364 Day Facility Loans to another Eligible Assignee identified by the Borrower is otherwise required and willing to paybecome a Lender hereunder and under the 364 Day Facility Credit Agreement subject to and in accordance with the provisions of Section 11.01(a) for a purchase price equal to the aggregate principal balance of Loans and 364 Day Facility Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender and any amounts pursuant to owing the Affected Lender under Section 4.3, 4.5 or 4.64.05 hereunder and Section 4.05 under the 364 Day Facility Credit Agreement, or gives notice pursuant (B) pay to Section 4.1 requiring a conversion the Affected Lender the aggregate principal balance of such Loans and 364 Day Facility Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender’s LIBO Rate Loans , any amounts owing the Affected Lender under Section 4.05 hereunder and Section 4.05 under the 364 Day Facility Credit Agreement and any other amounts agreed by the Borrower to Base Rate Loans be owing to the Affected Lender, whereupon the Affected Lender shall no longer be a party hereto or the 364 Day Facility Credit Agreement or have any change rights or obligations hereunder or thereunder or under any of the other Loan Documents (including such documents as defined in the basis upon which interest is 364 Day Facility Credit Agreement) and the Total Revolving Credit Commitment shall immediately and permanently be reduced by an amount equal to accrue in respect the amount of such the Affected Lender’s LIBO Rate Loans 's Revolving Credit Commitment and the Total Revolving Credit Commitment (as defined in the 364 Day Facility Credit Agreement) shall immediately and permanently be reduced by an amount equal to the amount of the Affected Lender's 364 Day Facility Commitment. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section 11.19, but at no time shall the Agent or suspending the Affected Lender be obligated in any way whatsoever to initiate any such Lender’s obligation to make Loans as, or to convert Loans into, LIBO Rate Loans or (iii) becomes a Defaulting Lender replacement. The exercise by the Borrower may, of its rights under this Section 11.19 shall be at its the Borrower's sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Non-Consenting Lender or a Defaulting Lender, as the case may be, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments and/or Notes to another financial institution or other Person (a “Replacement Lender”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.