Common use of Replacement Lenders Clause in Contracts

Replacement Lenders. (a) Provided that no Event of Default or Prospective Default shall have occurred and be continuing, the Borrower may, at any time, replace any Lender (i) that has requested compensation from the Borrower pursuant to Section 5.01 (Additional Costs), (ii) whose Loans are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) Business Days, to make payment to the Administrative Agent of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 5.01 (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement Lenders. (a) Provided that no Event of Default or Prospective Default shall have occurred and be continuing, the Borrower may, at any time, replace If any Lender (i) that has requested makes a demand for compensation from the Borrower pursuant to Section 5.01 (Additional Costs5.8(a), Section 5.8(b) or Section 5.8(c), (ii) whose notifies the Agent of the unlawfulness of such Lender making or maintaining Eurodollar Loans are required as provided in Section 5.9, (iii) requests the Borrowers to be repaid make payments for Taxes or Other Taxes pursuant to Section 5.04 5.14, or (Illegalityiv) gives the Agent notice as provided in Section 5.16(b) that it is unwilling to extend the Maturity Date or fails to provide approval of such extension, then in any such event the Company may, unless such Lender has notified the Company that the circumstances giving rise to such event no longer apply, terminate, in whole but not in part, the Commitments of such Lender (the "Terminated Lender") at any time upon five Business Days' prior written notice to the Terminated Lender and the Agent (such notice referred to herein as a "Notice of Termination"). (b) In order to effect the termination of the Commitments of a Terminated Lender, the Company shall (i) obtain an agreement with one or more Lenders to increase their Commitments or (ii) request any one or more other Persons to become a "Lender" in place and instead of such Terminated Lender and agree to accept its Commitments subject to the terms hereof or (iii) a reduction under Section 5.5(a); provided, such one or more other such Persons are Eligible Assignees and become parties by executing an Assignment and Acceptance and (the Lenders or other Persons that agree to accept in whole or in part the Commitments being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitments of the Terminated Lenders. (c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Termination Date"), the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitments, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitments to be assigned to each Replacement Lender. (d) The Termination Date shall not occur until all of the following shall have been satisfied: (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitments to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitments to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders its then outstanding Loans so assigned then outstanding (pro rata as aforesaid), (ii) the Terminated Lender shall endorse its applicable Note(s), payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) that has received the Replacement Lender or would otherwise receive any additional amounts under Section 5.06 Replacement Lenders shall purchase the Note(s) held by the Terminated Lender (Covered Taxes)pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and fees accrued and unpaid to the Termination Date, (iv) is deemed the Company and each of its Subsidiaries shall, upon request, execute and deliver, at its own expense, new Notes to the Replacement Lenders in accordance with their respective interests, which new Notes will be domiciled in any country that is considered a tax haven under replacement of and not in addition to the Peruvian Income Tax Act, Notes assigned and endorsed to the Replacement Lenders by the Terminated Lender (v) that has failedthe Company shall, and such failure has continued for two (2) Business Daysupon request, to make payment pay any compensation due to the Administrative Terminated Lender under Section 5.17(a) to the extent not previously paid to the Agent of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or Floor Plan Agent and (vi) that has, the Replacement Lender or has a direct or indirect parent company that has, Replacement Lenders will thereupon (Apro rata as aforesaid) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee succeed to and be substituted in all respects for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Terminated Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify extent of such Affected assignment from and after such date with the like effect as if becoming a Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable pursuant to the Administrative Agent; provided that (A) if terms of Section 13.3. To the replacement lender extent not in conflict, the terms of Section 13.3 shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in supplement the aggregate be lower than that provisions of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender5.17. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 5.01 (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement Lenders. 3.6.1. If any Lender (ai) Provided has notified Unit and the Administrative Agent of the circumstances described in Sections 3.1 or 3.4, (ii) has required Unit to make payments for Taxes under Section 3.3, (iii) defaults in its obligations to fund advances hereunder or participate in LC Exposure, (iv) is a Non-Extending Lender pursuant to Section 3.7, or (v) objects to an increase in the Borrowing Base proposed by the Administrative Agent pursuant to the provisions of Section 2.6.2, then Unit may, at its sole cost, expense and effort, provided that no Event of Default then exists, unless such Lender has notified Unit and the Administrative Agent in writing that the circumstances giving rise to such notice, event or Prospective Default shall have occurred and be continuingcircumstance no longer apply or such Lender otherwise withdraws its request for such additional compensation or approves the proposed Borrowing Base increase tendered by the Administrative Agent, terminate, in whole but not in part, the Borrower may, at any time, replace Commitment of any Lender (other than the Administrative Agent) (in any such case, the "Terminated Lender") at any time within ninety (90) days of such Lender notification, upon ten (10) days' prior written notice to the Terminated Lender and the Administrative Agent (such notice referred to herein as a "Notice of Termination"). 3.6.2. In order to effect the termination of the Commitment of the Terminated Lender, Unit shall: (i) that has requested compensation from the Borrower pursuant obtain an agreement with one or more Lenders to Section 5.01 (Additional Costs), increase their Commitment or Commitments and/or (ii) whose Loans request any one or more other banking or lending institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking or lending institutions are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) Business Days, to make payment reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Terminated Lender being referred to herein called an “Affected as the "Replacement Lenders") without recourse from the Terminated Lender”, such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender. 3.6.3. The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Lender Termination Date"), by giving not less than ten and within twenty (1020) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that days of the Affected Notice of Termination, Unit shall designate in writing the Replacement Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (or Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant Lenders to which the replacement lender shall acquire Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the applicable portion of the outstanding Loans due Terminated Lender's Commitment to the Affected be assigned to each Replacement Lender. 3.6.4. On the Lender Termination Date, (bi) Upon the effective date Terminated Lender shall by execution and delivery of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto)an Assignment assign, the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principalwithout recourse, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a its Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s its interests, rights and obligations under this Agreement shall terminate and the related Loan Documents to the Replacement Lender or Replacement Lenders (provided that pro rata, if there is more than one Replacement Lender, in proportion to the obligations Pro Rata Share of the Borrower under Sections 5.01 Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (Additional Costsif any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), 5.06 (Covered Taxesii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (Pro Rata Share as aforesaid), 5.08 (iii) the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof (including its participation in and Pro Rata Share of the LC Exposure) plus interest, facility fees, Commitment Fee and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 14.6, and the Terminated Lender will have the rights and benefits of an assignor under Section 14.6. To the extent not in conflict, the terms of Section 14.6 shall supplement the provisions of this Section 3.6.4. For each assignment made under this Section 3.6, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 14.6. The Borrower will be responsible for the concurrent payment of any breakage costs associated with termination and Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to applyset forth in Section 3.6.

Replacement Lenders. (a) Provided that no Event If any Lender has notified the Borrower and the Agent of Default its incurring additional costs under Section 5.01 or Prospective Default shall have occurred and be continuinghas required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, at any timeunless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, replace terminate, in whole but not in part, the Commitment of any Lender (iother than the Agent) that has requested compensation from (the Borrower pursuant to Section 5.01 (Additional Costs), (ii"TERMINATED LENDER") whose Loans are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive at any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) time upon five Business Days, to make payment to the Administrative Agent of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ ' prior written notice to the Administrative Terminated Lender and the Agent (which shall promptly notify such Affected Lender and each other Lendernotice referred to herein as a "NOTICE OF TERMINATION"), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon In order to effect the effective date termination of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto)the Commitment of the Terminated Lender, the Borrower shall pay shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Affected Agent and each Issuing Bank and become parties by executing an Assignment Agreement (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being replaced any amounts owing referred to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.herein as the "REPLACEMENT LENDERS"), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations aggregate increased and/or accepted Commitments of the Borrower Replacement Lenders under Sections 5.01 clauses (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.i) and 11.04 (Indemnificationii) to such Affected Lender and above equal the obligations Commitment of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement)Terminated Lender. (c) Notwithstanding anything The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "LENDER TERMINATION DATE"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender. (d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment Agreement assign at full face value its Commitment to the contrary Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid) and (ii) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.08 (5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment to the Terminated Lender, all amounts payable under Section 4.06 and Section 5.01, together with any breakage costs associated with termination and Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to applyset forth in Section 5.05.

Replacement Lenders. If a Lender (ai) Provided has notified Unit and the Administrative Agent of the circumstances described in Sections 3.1, 3.2 or 3.4, (ii) has required Borrowers to make payments for Indemnified Taxes or Other Taxes under Section 3.3, (iii) becomes a Defaulting Lender, (iv) is a Non-Extending Lender under Section 3.8, (v) has failed to approve a proposed amendment, waiver, or consent which, pursuant to the terms of Section 11.2 requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders have granted their approval or consent, or (vi) objects to an increase in the Borrowing Base proposed by the Administrative Agent under the provisions of Section 2.6.2, then Unit may, at its sole cost, expense and effort, within ninety (90) days of Unit’s learning of any of the items in (i) - (vi) provided that no Event of Default or Prospective Default shall have occurred and be continuingthen exists, terminate, in whole but not in part, the Borrower mayElected Commitment of that Lender (other than the Administrative Agent) (a “Terminated Lender“), on ten (10) days’ prior written notice to the Terminated Lender and the Administrative Agent (a “Notice of Termination“) of Unit's decision under this Section 3.7. If, at any timetime during the ninety day period and before Unit issues a Notice of Termination, replace any the Terminated Lender notifies Unit in writing that the circumstances giving rise to the notice, event or circumstance no longer apply or the Terminated Lender otherwise withdraws its request for additional compensation or approves the proposed amendment, waiver, consent or Borrowing Base increase tendered by the Administrative Agent, as the case may be, then Unit will no longer be permitted to terminate the Elected Commitment of that Lender by reason of the particular circumstances that no longer apply, the request that was withdrawn or the amendment, waiver, consent or Borrowing Base increase that was approved, as the case may be. To effect the termination of the Elected Commitment of the Terminated Lender, Unit will: obtain either or both (i) that has requested compensation from the Borrower pursuant an agreement by one or more Lenders to Section 5.01 (Additional Costs), increase their Elected Commitment(s) or (ii) whose Loans an agreement by one or more other banking or lending institutions to become parties to this Agreement in place and instead of Terminated Lender and agree to accept an Elected Commitment in accordance with Section 14.3; provided, however, that the new banking or lending institutions are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) Business Days, to make payment reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Elected Commitment of the proceeds Terminated Lender being referred to herein as the “Replacement Lenders“) without recourse from the Terminated Lender, and that the aggregate increased and/or accepted Elected Commitments of a Loan the Replacement Lenders under clauses (i) and (ii) above equal the Elected Commitment of the Terminated Lender. The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date“), and within twenty (20) days of the Notice of Termination, Unit shall designate in writing the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Elected Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Elected Commitment to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender assigned to each replacement lender shall be Replacement Lender in accordance with Applicable Law Section 14.3. On the Lender Termination Date, (i) the Terminated Lender shall by execution and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time delivery of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations)assign, pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto)without recourse, the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a its Elected Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s its interests, rights and obligations under this Agreement shall terminate and the related Loan Documents to the Replacement Lender or Replacement Lenders (provided that pro rata, if there is more than one Replacement Lender, in proportion to the obligations Pro Rata Share of the Borrower under Sections 5.01 Terminated Lender’s Elected Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (Additional Costsif any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), 5.06 (Covered Taxesii) the Terminated Lender shall endorse its Note, if any, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (Pro Rata Share as aforesaid), 5.08 (iii) the Replacement Lender or Replacement Lenders shall purchase the Note, if any, or Elected Commitment held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount (including its participation in and Pro Rata Share of the LC Obligations) plus interest, facility fees, Commitment Fee and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender under the terms of Section 14.3, and the Terminated Lender will have the rights and benefits of an assignor under Section 14.3. To the extent not in conflict, the terms of Section 14.3 shall supplement the provisions of this Section 3.7. For each assignment made under this Section 3.7, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 14.3. The Borrower will be responsible for the concurrent payment of any breakage costs associated with termination and Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to applyset forth in Section 3.5.

Replacement Lenders. If a Lender (ai) Provided has notified Unit and the Administrative Agent of the circumstances described in Sections 3.1 or 3.4, (ii) has required Borrowers to make payments for Indemnified Taxes or Other Taxes under Section 3.3, (iii) becomes a Defaulting Lender, (iv) is a Non-Extending Lender under Section 3.8, or (v) objects to an increase in the Borrowing Base proposed by the Administrative Agent under the provisions of Section 2.6.2, then Unit may, at its sole cost, expense and effort, within ninety (90) days of Unit’s learning of any of the items in (i) – (v) provided that no Event of Default or Prospective Default shall have occurred and be continuingthen exists, terminate, in whole but not in part, the Borrower mayCommitment of that Lender (other than the Administrative Agent) (a “Terminated Lender“), on ten (10) days’ prior written notice to the Terminated Lender and the Administrative Agent (a “Notice of Termination“) of Unit's decision under this Section 3.7. If, at any timetime during the ninety day period and before Unit issues a Notice of Termination, replace any the Terminated Lender notifies Unit in writing that the circumstances giving rise to the notice, event or circumstance no longer apply or the Terminated Lender otherwise withdraws its request for additional compensation or approves the proposed Borrowing Base increase tendered by the Administrative Agent, as the case may be, then Unit will no longer be permitted to terminate the Commitment of that Lender by reason of the particular circumstances that no longer apply, the request that was withdrawn or the Borrowing Base increase that was approved, as the case may be. To effect the termination of the Commitment of the Terminated Lender, Unit will: obtain either or both (i) that has requested compensation from the Borrower pursuant an agreement by one or more Lenders to Section 5.01 (Additional Costs), increase their Commitment or Commitments or (ii) whose Loans an agreement by one or more other banking or lending institutions to become parties to this Agreement in place and instead of Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that the new banking or lending institutions are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) Business Days, to make payment reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Terminated Lender being referred to herein called an as the “Affected Replacement Lenders“) without recourse from the Terminated Lender”, and that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender. The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date“), by giving not less than ten and within twenty (1020) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that days of the Affected Notice of Termination, Unit shall designate in writing the Replacement Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (or Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant Lenders to which the replacement lender shall acquire Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Terminated Lender’s Loans were being prepaid in full on such date)Commitment to be assigned to each Replacement Lender. On the Lender Termination Date, whereupon each replacement lender (i) the Terminated Lender shall for all purposes by execution and delivery of this Agreement become a “Lender” having a an Assignment assign, without recourse, its Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s its interests, rights and obligations under this Agreement shall terminate and the related Loan Documents to the Replacement Lender or Replacement Lenders (provided that pro rata, if there is more than one Replacement Lender, in proportion to the obligations Pro Rata Share of the Borrower under Sections 5.01 Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (Additional Costsif any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), 5.06 (Covered Taxesii) the Terminated Lender shall endorse its Note, if any, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (Pro Rata Share as aforesaid), 5.08 (iii) the Replacement Lender or Replacement Lenders shall purchase the Note, if any, or Commitment held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount (including its participation in and Pro Rata Share of the LC Exposure) plus interest, facility fees, Commitment Fee and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender under the terms of Section 14.3, and the Terminated Lender will have the rights and benefits of an assignor under Section 14.3. To the extent not in conflict, the terms of Section 14.3 shall supplement the provisions of this Section 3.7. For each assignment made under this Section 3.7, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 14.3. The Borrower will be responsible for the concurrent payment of any breakage costs associated with termination and Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to applyset forth in Section 3.5.

Replacement Lenders. (a) Provided that no Event If any Lender has notified the Borrower and the Agent of Default its incurring additional costs under Section 5.01 or Prospective Default shall have occurred and be continuinghas required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, at any timeunless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, replace terminate, in whole but not in part, the Commitment of any Lender (iother than the Agent) that has requested compensation from (the Borrower pursuant to Section 5.01 (Additional Costs), (ii"TERMINATED LENDER") whose Loans are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive at any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) time upon five Business Days, to make payment to the Administrative Agent of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ ' prior written notice to the Administrative Terminated Lender and the Agent (which shall promptly notify such Affected Lender and each other Lendernotice referred to herein as a "NOTICE OF TERMINATION"), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon In order to effect the effective date termination of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto)the Commitment of the Terminated Lender, the Borrower shall pay shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Affected Agent and become parties by executing an Assignment Agreement (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being replaced any amounts owing referred to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.herein as the "REPLACEMENT LENDERS"), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations aggregate increased and/or accepted Commitments of the Borrower Replacement Lenders under Sections 5.01 clauses (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.i) and 11.04 (Indemnificationii) to such Affected Lender and above equal the obligations Commitment of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement)Terminated Lender. (c) Notwithstanding anything The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "LENDER TERMINATION DATE"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender. (d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment Agreement assign its Commitment to the contrary Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding pro rata as aforesaid) and (ii) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.08 (5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination and Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to applyset forth in Section 5.05.

Replacement Lenders. (a) Provided If (i) any Lender has notified the Borrower and the Agent of its incurring Additional Costs under Section 5.01, (ii) any Lender has required the Borrower to make payments for Taxes under Section 4.06, or (iii) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that no Event requires the consent of Default a greater percentage of the Lenders than the Majority Lenders and such amendment, waiver or Prospective Default shall have occurred and be continuingother modification is consented to by the Majority Lenders, then the Borrower may, at any timein whole but not in part, replace any Lender (i) that has requested compensation from terminate the Borrower pursuant to Section 5.01 (Additional Costs), (ii) whose Loans are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) Business Days, to make payment to the Administrative Agent Commitment of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an (other than the Agent) (the “Affected Terminated Lender”), by giving not less than ten ) at any time upon five (105) Business Days’ prior written notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 5.01 (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Terminated Lender and the obligations Agent (such notice referred to herein as a “Notice of Termination”); provided however, that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for Additional Costs under Section 5.01 or Taxes under Section 4.06, as the case may be, cease to cause such Lender to incur Additional Costs, or cease to result in amounts being payable under Section 4.06, as the case may be, or if such Lender shall waive its right to claim Additional Costs under Section 5.01 in respect of such Affected Lender circumstances or event, or shall waive its right to require further payments under Section 10.05 (Indemnification) 4.06 in respect of such circumstances or event, or shall consent to the Administrative Agent shallproposed amendment, in either casewaiver, survive consent or other modification, as the case may be, then such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not thereafter be required to make any such transfer and assignment hereunder. (b) In order to effect the termination of the Commitment of the Terminated Lender, the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as contemplated the “Replacement Lenders”), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender. (c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date”), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender. (d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.08 (5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment of any actual breakage costs associated with termination and Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to applyset forth in Section 5.05.

Replacement Lenders. (a) Provided that no Event of Default or Prospective Default shall have occurred and be continuing, the Borrower may, at any time, replace If any Lender (i) that has requested makes a demand for compensation from the Borrower pursuant to Section 5.01 (Additional Costs5.8(a), Section 5.8(b) or Section 5.8(c), (ii) whose notifies the Agent of the unlawfulness of such Lender making or maintaining Eurodollar Loans are required as provided in Section 5.9, (iii) requests the Borrowers to be repaid make payments for Taxes or Other Taxes pursuant to Section 5.04 5.14, or (Illegalityiv) gives the Agent notice as provided in Section 5.16(b) that it is unwilling to extend the Maturity Date or fails to provide approval of such extension or fails to approve any amendment, consent or waiver requiring the approval of all Lenders but which has been approved by Lenders having at least 80% of the Pro Rata Share of Total Commitments, then in any such event the Company may, unless such Lender has notified the Company that the circumstances giving rise to such event no longer apply, terminate, in whole but not in part, the Commitments of such Lender (the “Terminated Lender”) at any time upon five Business Days’ prior written notice to the Terminated Lender and the Agent (such notice referred to herein as a “Notice of Termination”). (b) In order to effect the termination of the Commitments of a Terminated Lender, the Company shall (i) obtain an agreement with one or more Lenders to increase their Commitments, (ii) request any one or more other Persons to become a “Lender” in place and instead of such Terminated Lender and agree to accept its Commitments subject to the terms hereof or (iii) request a reduction under Section 5.5(a); provided, such one or more other such Persons are Eligible Assignees reasonably acceptable to the Agent (such acceptance not to be unreasonably withheld or delayed) and become parties by executing an Assignment and Acceptance (the Lenders or other Persons that agree to accept in whole or in part the Commitments being referred to herein as the “Replacement Lenders”), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitments of the Terminated Lenders. (c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Termination Date”), the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitments, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitments to be assigned to each Replacement Lender. (d) On the Termination Date: (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitments to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitments to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders its then outstanding Loans so assigned then outstanding (pro rata as aforesaid), (ii) the Terminated Lender shall endorse its applicable Note(s), payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) that has received the Replacement Lender or would otherwise receive any additional amounts under Section 5.06 Replacement Lenders shall purchase the Note(s) held by the Terminated Lender (Covered Taxes)pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and fees accrued and unpaid to the Termination Date, (iv) is deemed the Company and each Borrower shall, upon request, execute and deliver, at its own expense, new Notes to be domiciled the Replacement Lenders in any country that is considered a tax haven under the Peruvian Income Tax Actaccordance with their respective interests, (v) that has failedthe Company shall, and such failure has continued for two (2) Business Daysupon request, to make payment pay any compensation due to the Administrative Agent of the proceeds of a Loan to be made by such Terminated Lender hereunder after satisfaction of all conditions precedent to such Loan or and (vi) that has, the Replacement Lender or has a direct or indirect parent company that has, Replacement Lenders will thereupon (Apro rata as aforesaid) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee succeed to and be substituted in all respects for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Terminated Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify extent of such Affected assignment from and after such date with the like effect as if becoming a Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable pursuant to the Administrative Agent; provided that (A) if terms of Section 13.3. To the replacement lender extent not in conflict, the terms of Section 13.3 shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in supplement the aggregate be lower than that provisions of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender5.17. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 5.01 (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement Lenders. (ai) Provided that no Event If any Lender has notified the Borrower and the Agent of Default its incurring Additional Costs or Prospective Default shall have occurred and be continuingother costs under Section 5(a) or has required the Borrower to make payments for Taxes under Section 4(e), or such Lender’s obligation to make Eurodollar Loans has been suspended under Section 5(c), 5(g) or 5(h), then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Revolving Credit Commitment of such Lender (other than the Agent) (the “Terminated Lender”) at any time, replace any Lender time upon five (i) that has requested compensation from the Borrower pursuant to Section 5.01 (Additional Costs), (ii) whose Loans are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) Business Days, to make payment to the Administrative Agent of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), by giving not less than ten (105) Business Days’ prior written notice to the Administrative Terminated Lender and the Agent (which shall promptly notify such Affected Lender and each other notice referred to herein as a “Notice of Termination”). (ii) In order to effect the termination of the Revolving Credit Commitment of the Terminated Lender), that it intends to replace such Affected Lender the Borrower shall: (A) obtain an agreement with one or more replacement lenders Revolving Lenders to increase their Revolving Credit Commitment or Revolving Credit Commitments and/or (including B) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender under this Agreement) selected by the Borrower and agree to accept a Revolving Credit Commitment or Revolving Credit Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Administrative Agent; provided Agent and become parties by executing an Assignment (the Revolving Lenders or other banking institutions that agree to accept in whole or in part the Revolving Credit Commitment of the Terminated Lender or to purchase any Loan held by the Terminated Lender being referred to herein as the “Replacement Lenders”), such that the aggregate increased and/or accepted Revolving Credit Commitments of the Replacement Lenders under clauses (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) above equal the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion Revolving Credit Commitment of the outstanding Loans due to the Affected Terminated Lender. (biii) Upon The Notice of Termination shall include the effective name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date”), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Revolving Credit Commitment and/or Term Loan Percentage of any replacement the Term Loan and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Revolving Credit Commitment to be assigned to each Replacement Lender. (iv) On the Lender Termination Date, (A) the Terminated Lender shall by execution and delivery of an Assignment assign its Revolving Credit Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Revolving Credit Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding (pro rata as aforesaid), (B) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (C) the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (D) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 15(f), and the Terminated Lender will have the rights and benefits of an Assignor under Section 15(f). To the extent not in conflict, the terms of Section 15(f) shall supplement the provisions of this Section 5.08 (Replacement Lenders) (and as a condition thereto5(l)(iv). For each Assignment made under this Section 5(l), the Borrower Replacement Lender shall pay to the Affected Lender being replaced Agent the processing fee provided for in Section 15(f). The Borrower will be responsible for the payment of any amounts owing to such Affected Lender hereunder (including principal, interest, compensation breakage costs associated with termination and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) , as if all of such Affected Lender’s Loans were being prepaid set forth in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 5.01 (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement5(j). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement Lenders. (a) Provided that no Event If any Lender has notified Borrower and Administrative Agent of Default its incurring additional costs under SECTIONS 10.01 or Prospective Default shall have occurred and be continuing10.04, the or has required Borrower to make payments for Taxes under SECTION 10.07, then Borrower may, at any timeunless such Lender has notified Borrower and Administrative Agent that the circumstances giving rise to such notice no longer apply, replace terminate, in whole but not in part, the Commitment of any Lender (iother than Administrative Agent) that has requested compensation from (the Borrower pursuant to Section 5.01 (Additional Costs), (ii"TERMINATED LENDER") whose Loans are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive at any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) time upon five Business Days, to make payment to the Administrative Agent of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ Days prior written notice to the Terminated Lender and Administrative Agent (which shall promptly notify such Affected Lender and each other Lendernotice referred to herein as a "NOTICE OF TERMINATION"), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon In order to effect the effective date termination of the Commitment of the Terminated Lender, Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any replacement pursuant one or more other banking institutions to become parties to this Section 5.08 Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; PROVIDED, HOWEVER, THAT such one or more other banking institutions (Replacement Lendersreferred to herein as the "REPLACEMENT LENDERS") agree to accept in whole or in part the Commitment of the Terminated Lender, are reasonably acceptable to all Agents, and become parties to this Agreement by executing an assignment in the form of attached EXHIBIT H, with appropriate insertions and modifications (and as a condition theretoan "ASSIGNMENT"), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations aggregate increased and/or accepted Commitments of the Borrower Replacement Lenders under Sections 5.01 clauses (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.i) and 11.04 (Indemnificationii) to such Affected Lender and above equal the obligations Commitment of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement)Terminated Lender. (c) Notwithstanding anything to The Notice of Termination shall include the contrary in this Section 5.08 name of the Terminated Lender, the date the termination will occur (Replacement Lendersthe "LENDER TERMINATION DATE"), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (and the Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwiseReplacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the circumstances entitling portion of the Borrower Terminated Lender's Commitment to require such assignment cease be assigned to applyeach Replacement Lender.

Replacement Lenders. If a Lender (ai) Provided has notified Unit and the Administrative Agent of the circumstances described in Sections 3.1 or 3.4, (ii) has required Borrowers to make payments for Indemnified Taxes or Other Taxes under Section 3.3, (iii) becomes a Defaulting Lender, (iv) is a Non-Extending Lender under Section 3.8, or (v) objects to an increase in the Borrowing Base proposed by the Administrative Agent under the provisions of Section 2.6.2, then Unit may, at its sole cost, expense and effort, within ninety (90) days of Unit’s learning of any of the items in (i) - (v) provided that no Event of Default or Prospective Default shall have occurred and be continuingthen exists, terminate, in whole but not in part, the Borrower mayCommitment of that Lender (other than the Administrative Agent) (a “Terminated Lender“), on ten (10) days’ prior written notice to the Terminated Lender and the Administrative Agent (a “Notice of Termination“) of Unit's decision under this Section 3.7. If, at any timetime during the ninety day period and before Unit issues a Notice of Termination, replace any the Terminated Lender notifies Unit in writing that the circumstances giving rise to the notice, event or circumstance no longer apply or the Terminated Lender otherwise withdraws its request for additional compensation or approves the proposed Borrowing Base increase tendered by the Administrative Agent, as the case may be, then Unit will no longer be permitted to terminate the Commitment of that Lender by reason of the particular circumstances that no longer apply, the request that was withdrawn or the Borrowing Base increase that was approved, as the case may be. To effect the termination of the Commitment of the Terminated Lender, Unit will: obtain either or both (i) that has requested compensation from the Borrower pursuant an agreement by one or more Lenders to Section 5.01 (Additional Costs), increase their Commitment or Commitments or (ii) whose Loans an agreement by one or more other banking or lending institutions to become parties to this Agreement in place and instead of Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that the new banking or lending institutions are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (2) Business Days, to make payment reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Terminated Lender being referred to herein called an as the “Affected Replacement Lenders“) without recourse from the Terminated Lender”, and that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender. The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date“), by giving not less than ten and within twenty (1020) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that days of the Affected Notice of Termination, Unit shall designate in writing the Replacement Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (or Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant Lenders to which the replacement lender shall acquire Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Terminated Lender’s Loans were being prepaid in full on such date)Commitment to be assigned to each Replacement Lender. On the Lender Termination Date, whereupon each replacement lender (i) the Terminated Lender shall for all purposes by execution and delivery of this Agreement become a “Lender” having a an Assignment assign, without recourse, its Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s its interests, rights and obligations under this Agreement shall terminate and the related Loan Documents to the Replacement Lender or Replacement Lenders (provided that pro rata, if there is more than one Replacement Lender, in proportion to the obligations Pro Rata Share of the Borrower under Sections 5.01 Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (Additional Costsif any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), 5.06 (Covered Taxesii) the Terminated Lender shall endorse its Note, if any, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (Pro Rata Share as aforesaid), 5.08 (iii) the Replacement Lender or Replacement Lenders shall purchase the Note, if any, or Commitment held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount (including its participation in and Pro Rata Share of the LC Exposure) plus interest, facility fees, Commitment Fee and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender under the terms of Section 14.3, and the Terminated Lender will have the rights and benefits of an assignor under Section 14.3. To the extent not in conflict, the terms of Section 14.3 shall supplement the provisions of this Section 3.7. For each assignment made under this Section 3.7, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 14.3. The Borrower will be responsible for the concurrent payment of any breakage costs associated with termination and Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to applyset forth in Section 3.5.

Replacement Lenders. (a) Provided that no Event of Default or Prospective Default shall have occurred and be continuing, the Borrower may, at any time, replace If any Lender (i) that has requested makes a demand for compensation from the Borrower pursuant to Section 5.01 2.11(a), (Additional Costsb) or (c), (ii) whose notifies the Agent of the unlawfulness of such Lender making or maintaining Loans are required as provided in Section 2.12, (iii) requests the Borrower to be repaid make payments for Taxes or Other Taxes pursuant to Section 5.04 2.16, or (Illegalityiv) is a Defaulting Lender, then in any such event the Agent or the Borrower may, unless the circumstances giving rise to such event no longer apply and such Lender has notified the Agent and the Borrower, terminate, in whole but not in part, the Commitment of such Lender (the “Terminated Lender”) at any time upon five Business Days’ prior written notice to the Terminated Lender and the Agent (in the case of a termination effected by the Borrower) or the Borrower (in the case of a termination effected by the Agent) (such notice referred to herein as a “Notice of Termination”). (b) In order to effect the termination of the Commitment of a Terminated Lender, the Borrower shall (i) obtain an agreement with one or more Lenders to increase their Commitments, (ii) request any one or more other Persons to become a “Lender” in place and instead of such Terminated Lender and agree to accept its Commitment subject to the terms hereof or (iii) effect a reduction under Section 2.9(a); provided, such one or more other such Persons are Eligible Assignees and become parties by executing an Assignment and Acceptance and (the Lenders or other Persons that agree to accept in whole or in part the Commitments being referred to herein as the “Replacement Lenders”), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitments of the Terminated Lenders. (c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Termination Date”), the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment (if any), and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender. (d) The Termination Date in instances where there is a Replacement Lender shall not occur until all of the following shall have been satisfied: (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders its then outstanding Loans so assigned then outstanding (pro rata as aforesaid), (ii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) that has the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and fees accrued and unpaid to the Termination Date, and the Terminated Lender shall have received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes)such price, (iv) is deemed the Borrower and each of its Subsidiaries shall, upon request, execute and deliver, at its own expense, new Notes to the Replacement Lenders in accordance with their respective interests, which new Notes will be domiciled in any country that is considered a tax haven under replacement of and not in addition to the Peruvian Income Tax ActNotes assigned and endorsed to the Replacement Lenders by the Terminated Lender, (v) that has failedthe Borrower shall, upon request, pay any compensation due to the Terminated Lender under Section 2.18(a) to the extent not previously paid to the Agent and received by the Terminated Lender, and such failure has continued for two (2) Business Days, to make payment to the Administrative Agent of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender to the extent of such assignment from and after such date with the like effect as if becoming a Lender pursuant to the terms of Section 9.3. To the extent not in conflict, the terms of Section 9.3 shall supplement the provisions of this Section 2.18. Notwithstanding the foregoing, the Termination Date shall occur on the date that has, the Notice of Termination is sent in cases of a Terminated Lender that is a Defaulting Lender due to its being deemed insolvent or has a direct or indirect parent company that has, (A) become becoming the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etcinsolvency proceeding.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 5.01 (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the obligations of such Affected Lender under Section 10.05 (Indemnification) to the Administrative Agent shall, in either case, survive such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement Lenders. (a) Provided If (i) any Lender has notified the Borrower and the Agent of its incurring Additional Costs under Section 5.01, (ii) any Lender has required the Borrower to make payments for Taxes under Section 4.06, or (iii) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that no Event requires the consent of Default a greater percentage of the Lenders than the Majority Lenders and such amendment, waiver or Prospective Default shall have occurred and be continuingother modification is consented to by the Majority Lenders, then the Borrower may, in whole but not in part, terminate the Commitment of any such Lender (other than the Agent) (the "Terminated Lender") at any time, replace any Lender time upon five (i) that has requested compensation from the Borrower pursuant to Section 5.01 (Additional Costs), (ii) whose Loans are required to be repaid pursuant to Section 5.04 (Illegality), (iii) that has received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) is deemed to be domiciled in any country that is considered a tax haven under the Peruvian Income Tax Act, (v) that has failed, and such failure has continued for two (25) Business Days, to make payment to the Administrative Agent of the proceeds of a Loan to be made by such Lender hereunder after satisfaction of all conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), by giving not less than ten (10) Business Days’ ' prior written notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender. (b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of such Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected ▇▇▇▇▇▇’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 5.01 (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Terminated Lender and the obligations Agent (such notice referred to herein as a "Notice of Termination"); provided however, that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender's claim for Additional Costs under Section 5.01 or Taxes under Section 4.06, as the case may be, cease to cause such Lender to incur Additional Costs, or cease to result in amounts being payable under Section 4.06, as the case may be, or if such Lender shall waive its right to claim Additional Costs under Section 5.01 in respect of such Affected Lender circumstances or event, or shall waive its right to require further payments under Section 10.05 (Indemnification) 4.06 in respect of such circumstances or event, or shall consent to the Administrative Agent shallproposed amendment, in either casewaiver, survive consent or other modification, as the case may be, then such replacement). (c) Notwithstanding anything to the contrary in this Section 5.08 (Replacement Lenders), a Lender shall not thereafter be required to make any such transfer and assignment hereunder. (b) In order to effect the termination of the Commitment of the Terminated Lender, the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent, the Issuing Bank and the Swing Line Lender and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as contemplated the "Replacement Lenders"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender. (c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender. (d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.08 (5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment of any actual breakage costs associated with termination and Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to applyset forth in Section 5.05.