Common use of Removal and Replacement Clause in Contracts

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (ii) If at any time any Director ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter and the Bye-laws. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as a Director shall resign within six (6) months or, if earlier, such time as such Director’s successor is appointed or elected (provided that the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, in the event any such individual does not resign by such time as is required by the foregoing, each Stockholder shall thereafter take all Necessary Actions within its control to cause the removal of such individual, including voting all Shares in favor of such removal, and (ii) the vacancy created by such resignation or removal shall be filled as provided in the Charter and the Bye-laws.

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed deemed to have resigned from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (ii) If at any time any Director ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter and the Bye-lawsBylaws. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as a Director shall resign within six (6) months or, if earlier, such time as such Director’s successor is appointed or elected immediately (provided that the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, in the event any such individual does not resign by such time as is required by the foregoing, or each Stockholder shall thereafter take all Necessary Actions within its control to cause the removal of such individual, including voting all Shares in favor of of, or executing a written consent authorizing, such removal, and (ii) the vacancy created by such resignation or removal shall be filled as provided in the Charter and the Bye-lawsBylaws.

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (iia) If at any time Permitted Owners notify the Board of Directors of their wish to remove any Director ceases incumbent Investor Nominee as a director, the Board shall vote to serve remove the Investor Nominee (if his or her removal is permitted under the Company's by-laws and the Delaware General Corporation Law). Removal of an incumbent Investor Nominee by the Board otherwise than at the request of the Permitted Owners shall require their prior written consent unless the removal is based upon the Investor Nominee's willful misconduct. (b) If at any time a vacancy is created on Board of Directors by reason of the incapacity, death, removal or resignation of an incumbent Investor Nominee, the Permitted Owners shall designate a person to fill the vacancy (who promptly shall be appointed by the incumbent directors). If the Permitted Owners nominate an Investor Nominee for election to the Board of Directors and the Company's stockholders fail to elect him or her to office, the Board of Directors shall increase the number of directors on the Board of Directors by one (whether due if necessary to death, disability, resignation, removal or otherwisepermit the appointment of a substitute Investor Nominee), and the Person or Persons that designated or nominated such Director pursuant Investor and its Permitted Transferees shall be entitled to Section 3.1(a) shall designate or nominate a successor substitute Investor Nominee to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such resulting vacancy. In The incumbent directors shall promptly appoint the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled substitute Investor Nominee as provided in the Charter and the Bye-lawsa director. (iiic) In At each meeting of stockholders of the event that Company at which directors are elected, the Carlyle Stockholders cease to have nominees for directors proposed by the right to designate an individual to serve as a Director Company shall include the Investor Nominee or Nominees required pursuant to Section 3.1(a), (i) that number this Agreement. 2D. INVESTOR NOMINEE. Each incumbent Investor Nominee shall receive notice of each meeting of the Board of Directors for which at the Carlyle Stockholders cease to have the right to designate to serve as a Director shall resign within six (6) months or, if earlier, such same time as such Director’s successor is appointed or elected (provided that the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, and in the event any such individual does not resign by such time same manner as is required by other members of the foregoing, each Stockholder shall thereafter take all Necessary Actions within its control to cause the removal of such individual, including voting all Shares in favor of such removal, and (ii) the vacancy created by such resignation or removal Board. Each incumbent Investor Nominee shall be filled as provided entitled to indemnification rights, travel and expense reimbursement and compensation substantially similar to those of other non-employee directors of the Company. The Company shall at all times maintain a directors' and officer' insurance policy covering each incumbent Investor Nominee that provides in the Charter and aggregate substantially the Bye-lawssame coverage as the policy covering the current directors of the Company as of the date of this Agreement.

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may indicate such Person’s desire to remove such designee from the Board of Directors by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, the Company shall take all Necessary Actions to submit such designee shall be removed from removal to a vote or consent of the Board of Directors (and such a designee shall only be removed in such manner)stockholders, and each Stockholder hereby Stockholder, individually and not jointly, ▇▇▇▇▇▇ agrees with the Company (and only with the Company) to vote, at any annual or special meeting, by written consent, or otherwise, all Shares shares of Common Stock and will take all Necessary Actions within such Stockholder’s control to effect such removal. (ii) If at any time any Director ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). Each Stockholder Stockholder, individually and not jointly, hereby agrees with the Company (and only with the Company) to vote, or cause to be voted, all of its Sharesshares of Common Stock, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter and the Bye-lawsBylaws. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) the Carlyle Stockholders shall take all Necessary Actions to cause that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as Directors to resign upon the expiry of such Directors’ term of service on the Board of Directors in order of expiry (each a Director shall resign within six (6) months or“Departing Director”), if earlier, such time as such Director’s successor is appointed or elected (provided that (A) in lieu of the resignation of any such Departing Director (each a “Carlyle Continuing Director”), the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, in the event any such individual does not resign by such time as is required by the foregoing, each Stockholder shall thereafter Stockholders may instead take all Necessary Actions within its control to cause any other Director previously designated by the removal Carlyle Stockholders to resign at the expiration of the original Departing Director’s term, with such individual▇▇▇▇▇▇▇ Continuing Director continuing as a Director if re-elected to the Board, including voting with the Company taking all Shares in favor Necessary Actions to ensure that such ▇▇▇▇▇▇▇ Continuing Director be nominated for election to the Board of Directors for an additional term, (B) if multiple Directors terms of service on the Board of Directors expire simultaneously, the Carlyle Stockholders may take all Necessary Actions to cause certain Directors to resign and (C) any such removalresignation or resignations shall be subject to delay at the request of the Board of Directors, and (ii) the vacancy that may be created by such resignation or removal shall be filled as provided in the Charter and the Bye-lawsBylaws.

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (ii) If at any time any Director ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter and the Bye-lawsArticles. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as a Director Directors shall resign within six upon the expiry of such Directors’ term of service on the Board of Directors in order of expiry (6each a “Departing Director”), provided that (A) months orin lieu of the resignation of any such Departing Director (each a “Carlyle Continuing Director”), if earlier, such time as such the Carlyle Stockholders may instead designate any other Director previously designated by the Carlyle Stockholders to resign at the expiration of the original Departing Director’s successor is appointed or elected (provided that term, with such Carlyle Continuing Director continuing as a Director, with the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, in the event any such individual does not resign by such time as is required by the foregoing, each Stockholder shall thereafter take Company taking all Necessary Actions within its control to cause ensure that such Carlyle Continuing Director be nominated for election to the removal Board of Directors for an additional term and (B) if multiple Directors terms of service on the Board of Directors expire simultaneously, the Carlyle Stockholders may designate which such individual, including voting all Shares in favor of such removalDirector shall resign, and (ii) the vacancy created by such resignation or removal shall be filled as provided in the Charter and the Bye-lawsArticles.

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (iia) If at any time any Director ceases to serve on Permitted Owners notify the Board of Directors of their wish to remove any incumbent Investor Nominee as a director, the Board shall vote to remove the Investor Nominee (whether due to if his or her removal is permitted under the Company's by-laws and the Delaware General Corporation Law). Removal of an incumbent Investor Nominee by the Board otherwise than at the request of the Permitted Owners shall require their prior written consent unless the removal is based upon the Investor Nominee's willful misconduct. (b) If at any time a vacancy is created on Board of Directors by reason of the incapacity, death, disability, resignation, removal or otherwise)resignation of an incumbent Investor Nominee, the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) Permitted Owners shall designate or nominate a successor person to fill the vacancy created thereby on (who promptly shall be appointed by the terms and subject incumbent directors). If the Permitted Owners nominate an Investor Nominee for election to the conditions Board of Section 3.1(a). Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, Directors and the Company will take all Necessary Actions within Company's stockholders fail to elect him or her to office, the Investor and its control, Permitted Transferees shall be entitled to cause the designated successor to be elected designate a substitute Investor Nominee to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such resulting vacancy (who promptly shall be filled as provided in appointed by the Charter and the Bye-lawsincumbent directors). (iiic) In At each meeting of stockholders of the event that Company at which directors are elected, the Carlyle Stockholders cease to have nominees for directors proposed by the right to designate an individual to serve as a Director Company shall include the Investor Nominee or Nominees required pursuant to Section 3.1(a), (i) that number this Agreement. 2D. INVESTOR NOMINEE. Each incumbent Investor Nominee shall receive notice of each meeting of the Board of Directors for which at the Carlyle Stockholders cease to have the right to designate to serve as a Director shall resign within six (6) months or, if earlier, such same time as such Director’s successor is appointed or elected (provided that the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, and in the event any such individual does not resign by such time same manner as is required by other members of the foregoing, each Stockholder shall thereafter take all Necessary Actions within its control to cause the removal of such individual, including voting all Shares in favor of such removal, and (ii) the vacancy created by such resignation or removal Board. Each incumbent Investor Nominee shall be filled as provided entitled to indemnification rights, travel and expense reimbursement and compensation substantially similar to those of other non-employee directors of the Company. The Company shall at all times maintain a directors' and officer' insurance policy covering each incumbent Investor Nominee that provides in the Charter and aggregate substantially the Bye-lawssame coverage as the policy covering the current directors of the Company as of the date of this Agreement.

Removal and Replacement. (ia) Any Person The Investor Shareholders shall be ------------------------ entitled at any time and for any reason (or group of Persons entitled for no reason) to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name any or all of the designee to be removed from Investor Designees on the Board of Directors (for removal or to inform the “Removal Notice”) andCompany that such designees should not be re-nominated for election pursuant to Section 5.2. In such a case, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (shall not re-nominate any such director and shall take any action reasonably requested by the Investor Shareholders to effect any requested removal of such a designee director. Notwithstanding the foregoing, the Board of Directors shall only not be removed in obligated to: (i) remove any director if such manner), and each Stockholder hereby agrees removal is not permitted by the Charter Documents or (ii) call a special meeting of shareholders to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within remove such Stockholder’s control to effect such removala director. (iib) If at any time any Director ceases to serve a vacancy is created on the Board of Directors (whether due to by reason of the death, disability, resignation, removal or otherwise)resignation of any Investor Designee, then the Investor Shareholders shall, as soon as practicable thereafter, designate a replacement director and, as soon as practicable thereafter, each of the Existing Shareholders, the Person or Persons that designated or nominated such Director pursuant Existing Marks Shareholders and the existing Board of Directors shall take action (including, if necessary, the voting of any Shares by the Existing Shareholders and the Existing Marks Shareholders) to Section 3.1(a) shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). Each Stockholder hereby agrees to vote, elect or cause to be voted, all the election of its Shares, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to replacement director in accordance with Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter and the Bye-laws5.2. (iiic) In If at any time a vacancy is created on the event Board of Directors by reason of the death, removal or resignation of any of the Investor Designees, then the Board of Directors shall not conduct any business (other than business incident to the designation and election of a replacement director in accordance with this Section 5.3) until a replacement director has been designated by the Investor Shareholders in accordance with Section 5.2; provided that the Carlyle Stockholders cease foregoing restriction on the transaction of business shall terminate on the earlier to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), occur of (i) that number of Directors for which the Carlyle Stockholders cease to have 20th day after the right to designate to serve as a Director shall resign within six (6) months or, if earlier, such time as such Director’s successor is appointed or elected (provided that the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, in the event any such individual does not resign by such time as is required by the foregoing, each Stockholder shall thereafter take all Necessary Actions within its control to cause the removal creation of such individual, including voting all Shares in favor of such removal, vacancy and (ii) the vacancy created by day after the date (following such resignation or removal shall be filled as provided vacancy) on which the Company has notified the Investor Shareholders in writing that the Charter and the Bye-lawsdirectors must take action in order to fulfill their fiduciary duties, in each case, if no such replacement director has been designated.

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed deemed to have resigned from the Board of Directors (and such a designee shall only be removed in such manner), and each Stockholder hereby agrees to vote, at any annual or special meeting, by written consent, or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (ii) If at any time any Director ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a). 3.1 (a) Each Stockholder hereby agrees to vote, or cause to be voted, all of its Shares, and will take all Necessary Actions within such Stockholder’s control, and the Company will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Stockholders do not, pursuant to Section 3.1(a), have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter and the Bye-lawsBylaws. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as a Director shall resign within six (6) months or, if earlier, such time as such Director’s successor is appointed or elected immediately (provided that the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, in the event any such individual does not resign by such time as is required by the foregoing, or each Stockholder shall thereafter take all Necessary Actions within its control to cause the removal of such individual, including voting all Shares in favor of of, or executing a written consent authorizing, such removal, and (ii) the vacancy created by such resignation or removal shall be filled as provided in the Charter and the Bye-lawsBylaws.

Removal and Replacement. Each Principal Stockholder and each of its Partial Rights Transferees agrees to vote all of its Common Shares and to take all other necessary or desirable actions within its control (i) Any Person or group of Persons entitled to designate a Director may remove such designee by sending a written notice to the Company’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the Company’s Secretary, such designee shall be removed from the Board of Directors (and such a designee shall only be removed whether in such mannerHolder’s capacity as a Holder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will, as promptly as practicable, take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and the Holders), so that each Stockholder hereby agrees to vote, of the nominees designated in Section 2(d) or Section 2(e) will be elected as Directors at any annual or special meeting, meeting of the Holders (or by written consentconsent in lieu of a meeting of the Holders), and each Director so elected will serve until their successors are duly elected and qualified pursuant to the terms of this Agreement or otherwise, all Shares and will take all Necessary Actions within such Stockholder’s control to effect such removal. (ii) If at any time any Director ceases to serve on the Board of Directors (whether due to until their earlier death, disability, resignationresignation or removal (with cause or without cause). Subject to applicable Law, removal or otherwise)no Director may be removed without the consent of the Holder who is entitled to nominate such individual as a Director pursuant this Agreement. Subject to applicable Law, a Director may only be removed at the Person or Persons direction of the party that designated or nominated is entitled to nominate such Director pursuant to and, except as set forth in Section 3.1(a2(d)(vi) shall designate or nominate a successor to fill and applicable Law, the vacancy created thereby on by any former Director may only be filled by a nominee of the terms and subject party that was entitled to the conditions of Section 3.1(a)nominate such former Director. Each Principal Stockholder hereby and each of its Partial Rights Transferees agrees to vote, or cause to be voted, vote all of its SharesCommon Shares and to take all other necessary or desirable actions within its control (whether in such Holder’s capacity as a Holder or otherwise, and will take all Necessary Actions within such Stockholder’s controlincluding, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will will, as promptly as practicable, take all Necessary Actions necessary and desirable actions within its controlcontrol (including, without limitation, calling special meetings of the Board and the Holders), so that each Director shall be removed as directed by the Holder entitled to nominate such Director. Furthermore, each Principal Stockholder and each of its Partial Rights Transferees shall vote all of its Common Shares to cause the designated successor individual then entitled to be the Management Director to be a member of the Board, including removing any person previously elected as the Management Director and no longer entitled to fill hold such vacancyposition in accordance with this Agreement. In the event that a person serving as the Carlyle Stockholders do not, Management Director loses the right pursuant to Section 3.1(a)2(d) to serve in such capacity, have the right Board (by majority vote of the Directors then in office, even in less than a quorum) may remove such person from the Board. Subject to designate an individual the foregoing, in the event a vacancy is created on the Board by reason of the death, disability, resignation or removal (with cause or without cause) of any Director, each Principal Stockholder and each of its Partial Rights Transferees hereby agrees that such vacancy may be filled by a majority vote of the Directors then in office, even if less than a quorum, or by a sole remaining Director, and any Director so chosen shall hold office for the remainder of the full term in which such vacancy occurs; provided, that, any person chosen to fill such vacancy, then such vacancy shall be filled selected in accordance with the procedures set forth in this Section 2. Subject to applicable Law, the Company and each Principal Stockholder and each of its Partial Rights Transferees shall fill any vacancies on the Board in accordance with this Section 2, as provided in soon as practicable following the Charter and the Bye-lawsdate such vacancy is created. (iii) In the event that the Carlyle Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a), (i) that number of Directors for which the Carlyle Stockholders cease to have the right to designate to serve as a Director shall resign within six (6) months or, if earlier, such time as such Director’s successor is appointed or elected (provided that the Carlyle Majority Interest shall have the authority to select which such particular Director or Directors will resign) or, in the event any such individual does not resign by such time as is required by the foregoing, each Stockholder shall thereafter take all Necessary Actions within its control to cause the removal of such individual, including voting all Shares in favor of such removal, and (ii) the vacancy created by such resignation or removal shall be filled as provided in the Charter and the Bye-laws.”

Removal and Replacement. (i) Any Person or group of Persons entitled to designate a Director The Principal Stockholders may remove any Director designated by such designee Principal Stockholders (including (x) any Independent Director designated by the Principal Stockholders pursuant to Section 2.1(c) and (y) any non-Independent Director to be replaced by the Principal Stockholders pursuant to Section 2.1(f)) by sending a written notice to the CompanyCorporation’s Secretary stating the name of the designee to be removed from the Board of Directors (the “Removal Notice”) and, upon receipt of such notice by the CompanyCorporation’s Secretary, such designee shall be removed deemed to have resigned from the Board of Directors (and and, except as otherwise provided by law, such a designee shall only be removed in such manner), and each Stockholder the Principal Stockholders hereby agrees agree to vote, at any annual or special meeting, by written consent, or otherwise, all Corporation Shares and will take all Necessary Actions within such Principal Stockholder’s control to effect such removal. Notwithstanding the foregoing, the ability of the Principal Stockholders to remove any Director designated by such Principal Stockholders shall not apply to any Independent Director designated by the Principal Stockholders pursuant to Section 2.1(f). (ii) If at any time any Director designated by the Principal Stockholders (other than any Independent Director designated by the Principal Stockholders pursuant to Section 2.1(f)) ceases to serve on the Board of Directors (whether due to death, disability, resignation, removal or otherwise), the Person or Persons that designated or nominated such Director pursuant to Section 3.1(a) Principal Stockholders shall designate or nominate a successor to fill the vacancy created thereby on the terms and subject to the conditions of Section 3.1(a2.1(b) and Section 2.1(c), as applicable. Each Principal Stockholder hereby agrees to vote, or cause to be voted, all of its Corporation Shares, and will take all Necessary Actions within such Principal Stockholder’s control, and the Company Corporation will take all Necessary Actions within its control, to cause the designated successor to be elected to fill such vacancy. In the event that the Carlyle Principal Stockholders do not, pursuant to Section 3.1(a2.1(b) and Section 2.1(c), as applicable, have the right to designate an individual to fill such vacancy, then such vacancy shall be filled as provided in the Charter Certificate of Incorporation and the Bye-lawsBylaws. (iii) In the event that the Carlyle Principal Stockholders cease to have the right to designate an individual to serve as a Director pursuant to Section 3.1(a2.1(b) and Section 2.1(c), as applicable, (ix) that the number of Directors for which the Carlyle Principal Stockholders cease to have the right to designate to serve as a Director shall resign within six (6) months or, if earlier, such time as such Director’s successor is appointed or elected (provided that the Carlyle Majority Interest Principal Stockholders shall have the authority to select which such particular Director or Directors will resign) or, in the event any such individual does not resign by such time as is required by the foregoing, or each Principal Stockholder shall thereafter take all Necessary Actions within its control to cause the removal of such individual, including voting all Corporation Shares in favor of of, or executing a written consent authorizing, such removal, and (iiy) the vacancy created by such resignation or removal shall be filled as provided in the Charter Certificate of Incorporation and the Bye-lawsBylaws.