Common use of Removal and Replacement Clause in Contracts

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (ii) If at any time any Director ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Articles. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as Directors shall resign upon the expiry of such Directors’ term of service on the Board of Directors in order of expiry (each a “Departing Director”), provided that (A) in lieu of the resignation of any such Departing Director (each a “Carlyle Continuing Director”), the Carlyle Stockholders may instead designate any other Director previously designated by the Carlyle Stockholders to resign at the expiration of the original Departing Director’s term, with such Carlyle Continuing Director continuing as a Director, with the Company taking all Necessary Actions to ensure that such Carlyle Continuing Director be nominated for election to the Board of Directors for an additional term and (B) if multiple Directors terms of service on the Board of Directors expire simultaneously, the Carlyle Stockholders may designate which such Director shall resign, and (ii) the vacancy created by such resignation or removal shall be filled as provided in the Articles.

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (iia) If at any time any Director ceases to serve on Permitted Owners notify the Board of Directors of their wish to remove any incumbent Investor Nominee as a director, the Board shall vote to remove the Investor Nominee (whether due to if his or her removal is permitted under the Company's by-laws and the Delaware General Corporation Law). Removal of an incumbent Investor Nominee by the Board otherwise than at the request of the Permitted Owners shall require their prior written consent unless the removal is based upon the Investor Nominee's willful misconduct. (b) If at any time a vacancy is created on Board of Directors by reason of the incapacity, death, disability, resignation, removal or otherwise)resignation of an incumbent Investor Nominee, the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) Permitted Owners shall designate or nominate a successor person to fill the vacancy created thereby on (who promptly shall be appointed by the terms and subject to the conditions of Section 3.1(aincumbent directors). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and If the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate Permitted Owners nominate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Articles. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as Directors shall resign upon the expiry of such Directors’ term of service on the Board of Directors in order of expiry (each a “Departing Director”), provided that (A) in lieu of the resignation of any such Departing Director (each a “Carlyle Continuing Director”), the Carlyle Stockholders may instead designate any other Director previously designated by the Carlyle Stockholders to resign at the expiration of the original Departing Director’s term, with such Carlyle Continuing Director continuing as a Director, with the Company taking all Necessary Actions to ensure that such Carlyle Continuing Director be nominated Investor Nominee for election to the Board of Directors for an additional term and (B) if multiple the Company's stockholders fail to elect him or her to office, the Board of Directors terms shall increase the number of service directors on the Board of Directors expire simultaneouslyby one (if necessary to permit the appointment of a substitute Investor Nominee), and the Investor and its Permitted Transferees shall be entitled to designate a substitute Investor Nominee to fill the resulting vacancy. The incumbent directors shall promptly appoint the substitute Investor Nominee as a director. (c) At each meeting of stockholders of the Company at which directors are elected, the Carlyle Stockholders may designate which such Director nominees for directors proposed by the Company shall resign, include the Investor Nominee or Nominees required pursuant to this Agreement. 2D. INVESTOR NOMINEE. Each incumbent Investor Nominee shall receive notice of each meeting of the Board of Directors at the same time and (ii) in the vacancy created by such resignation or removal same manner as other members of the Board. Each incumbent Investor Nominee shall be filled as provided entitled to indemnification rights, travel and expense reimbursement and compensation substantially similar to those of other non-employee directors of the Company. The Company shall at all times maintain a directors' and officer' insurance policy covering each incumbent Investor Nominee that provides in the Articlesaggregate substantially the same coverage as the policy covering the current directors of the Company as of the date of this Agreement.

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (iia) If at any time any Director ceases to serve on Permitted Owners notify the Board of Directors of their wish to remove any incumbent Investor Nominee as a director, the Board shall vote to remove the Investor Nominee (whether due to if his or her removal is permitted under the Company's by-laws and the Delaware General Corporation Law). Removal of an incumbent Investor Nominee by the Board otherwise than at the request of the Permitted Owners shall require their prior written consent unless the removal is based upon the Investor Nominee's willful misconduct. (b) If at any time a vacancy is created on Board of Directors by reason of the incapacity, death, disability, resignation, removal or otherwise)resignation of an incumbent Investor Nominee, the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) Permitted Owners shall designate or nominate a successor person to fill the vacancy created thereby on (who promptly shall be appointed by the terms and subject to the conditions of Section 3.1(aincumbent directors). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and If the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate Permitted Owners nominate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Articles. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as Directors shall resign upon the expiry of such Directors’ term of service on the Board of Directors in order of expiry (each a “Departing Director”), provided that (A) in lieu of the resignation of any such Departing Director (each a “Carlyle Continuing Director”), the Carlyle Stockholders may instead designate any other Director previously designated by the Carlyle Stockholders to resign at the expiration of the original Departing Director’s term, with such Carlyle Continuing Director continuing as a Director, with the Company taking all Necessary Actions to ensure that such Carlyle Continuing Director be nominated Investor Nominee for election to the Board of Directors and the Company's stockholders fail to elect him or her to office, the Investor and its Permitted Transferees shall be entitled to designate a substitute Investor Nominee to fill the resulting vacancy (who promptly shall be appointed by the incumbent directors). (c) At each meeting of stockholders of the Company at which directors are elected, the nominees for an additional term and (B) if multiple Directors terms directors proposed by the Company shall include the Investor Nominee or Nominees required pursuant to this Agreement. 2D. INVESTOR NOMINEE. Each incumbent Investor Nominee shall receive notice of service on each meeting of the Board of Directors expire simultaneously, at the Carlyle Stockholders may designate which such Director shall resign, same time and (ii) in the vacancy created by such resignation or removal same manner as other members of the Board. Each incumbent Investor Nominee shall be filled as provided entitled to indemnification rights, travel and expense reimbursement and compensation substantially similar to those of other non-employee directors of the Company. The Company shall at all times maintain a directors' and officer' insurance policy covering each incumbent Investor Nominee that provides in the Articlesaggregate substantially the same coverage as the policy covering the current directors of the Company as of the date of this Agreement.