Common use of Replacement of a Bank Clause in Contracts

Replacement of a Bank. If a Bank (other than the Agent as a Bank) becomes a Replacement Candidate, the Borrower shall have the right to require such Bank to assign to an Eligible Assignee selected by the Borrower and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".

Replacement of a Bank. If In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, or Section 11.20(vii), (ii) becomes a Defaulting Bank or otherwise does not fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve the extension of the Expiration Date and the Term Loan Maturity Date as contemplated by the Sixth Amendment and the consent of the Required Banks is obtained hereunder (such Bank, a “Declining Bank”), (iv) does not approve any other action as to which its consent is required (other than the consent of the Administrative Agent as a Bankunder Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes a Replacement Candidatesubject to the control of an Official Body (other than normal and customary supervision), then the Borrower Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Commitment within ninety (90) days after (v) receipt of such Bank’s notice under Section 4.5.2, 5.5.1, or 11.20(vii), (w) the date such Bank has become a Defaulting Bank or otherwise has failed to assign fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by such Bank, (x) the Borrower and reasonably satisfactory date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the Agent control of an Official Body, (which may z) receipt of such Bank’s or Issuing Bank’s notice under Section 2.10.2; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank reasonably acceptable to the Notes and participation interests Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the Letter case of Credit Liabilities and Swingline Loans held an assignment by a Declining Bank under this Section 5.4.2, the remaining Bank(s) or the replacement bank(s) that is or are the assignees of the Declining Bank shall agree at the time of such Bank pursuant assignment to the terms extension of an appropriately completed Assignment the Expiration Date and Acceptance the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in accordance with subsection 14.8(b)a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided thatfurther, neither in the Agent nor event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank shall have any obligation the Borrowers may terminate such Defaulting Bank’s Commitment and reduce the aggregate Commitments of all of the Banks by the amount of such Defaulting Bank’s terminated Commitment subject to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank provisions (other than the Agent as a Bankpro rata provisions) agrees to its replacement at the option of the Borrower pursuant to this set forth in Section 6.55.4.3 below; provided that the Eligible Assignee selected by Borrowers shall prepay the Borrower shall purchase such Bank's interest in the Obligations owed herewith Loans of the Borrower to Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such Bank for cash in an aggregate amount equal and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the aggregate unpaid principal thereofrequirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, all unpaid interest accrued thereon, all unpaid commitment and letter been terminated or replaced or cash collateral or backup letters of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"been deposited.

Replacement of a Bank. If In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by a Bank Borrower and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), the Borrower then applicable Borrowers shall have the right at their option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Revolving Credit Commitment within ninety (90) days after (w) receipt of such Bank’s notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or 4.6.1 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by such Bank, (y) the Borrower and reasonably satisfactory date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the Agent (which may control of an Official Body, as applicable; provided that each such Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Revolving Credit Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Agent and participation interests in the Letter Borrowers; provided, further, the remaining Banks shall have no obligation hereunder to increase their Revolving Credit Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent] and provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i)gives notice under Section 3.4 (LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available) or Section 4.6.1 (Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.), (ii)does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii)becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (x)receipt of such Bank's notice under Section 3.4 (LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available) or 4. 6.1 (Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.), (y)the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by the Borrower and reasonably satisfactory such Bank, or (z)the date such Bank became subject to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms control of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided thatOfficial Body, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5applicable; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower also pay to such Bank for cash at the time of such prepayment any amounts required under Section 4.6 (Additional Compensation in an aggregate Certain Circumstances) and any accrued interest due on such amount equal and any related fees; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter requirements of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees Section 9.14 (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"Successor Agent).

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06 [Additional Compensation in Certain Circumstances], (ii) does not fund Revolving Credit Loans, Bid Loans or Unpaid Drawings because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then Holdings or the Agent as a Bank) becomes a Replacement Candidate, the Borrower Company shall have the right at its option, with the consent of the Agent and each Issuing Bank, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Commitment at any time after (x) receipt of such Bank’s notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.], (y) the date such Bank has failed to assign fund Revolving Credit Loans, Bid Loans or Unpaid Drawings because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by such Bank, or (z) the Borrower and reasonably satisfactory date such Bank became subject to the Agent (which may control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant remaining Banks or a replacement bank acceptable to the terms of an appropriately completed Assignment Agent and Acceptance in accordance with subsection 14.8(b)each Issuing Bank; provided thatprovided, neither further, the Agent nor any Bank remaining Banks shall have any no obligation hereunder to increase their Commitments or provide the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account Bid Loan of such Bank. Notwithstanding the foregoing, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become Agent may only be replaced subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights the requirements of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"9.14 [Successor Agent].

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Commitment within ninety (90) days after (x) receipt of such Bank’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.6.1 [Increased Costs, Etc.], (y) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to any accrued interest due on such amount and any related fees; provided, however, that the Agent (which may Commitment and any Term Loan of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and participation interests in the Letter provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected issued by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 Administrative Agent have expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. (a) If at any time: (i) any Bank becomes a Non-Consenting Bank (as defined in paragraph (d) below); or (ii) the Company becomes obliged to pay any amount: (A) in accordance with Clause 10.1 (Illegality) or (subject to paragraph (iii) below) to pay additional amounts pursuant to Clause 10.2 (Increased Costs) or Clause 11.10 (Grossing-up), in each case to any Bank in excess of amounts payable to the other than Banks generally; (B) in connection with Basel III or CRD IV pursuant to Clause 10.2 (Increased Costs) to any Bank; or (iii) any Bank does not agree to an Extension Request given under (and as defined in) Clause 5.7 (Extension Option), then the Company may, on ten Business Days' prior written notice to the Facility Agent as a and such Bank) becomes a Replacement Candidate, the Borrower shall have the right to require replace such Bank by requiring such Bank to assign (and such Bank shall) transfer pursuant to Clause 21 (Assignments and Transfers) all (and not part only) of its rights and obligations under this Agreement to a Bank or other bank, financial institution, trust, fund or other entity (a Replacement Bank) (each of which shall not be a member of the Group or an Eligible Assignee affiliate of a member of the Group) selected by the Borrower Company which confirms its willingness to assume and reasonably satisfactory does assume all the obligations of the transferring Bank (including the assumption of the transferring Bank's participations on the same basis as the transferring Bank) for a purchase price in cash payable at the time of transfer equal to the Agent outstanding principal amount of such Bank's Participations and all accrued interest, Breakage Costs and other amounts payable in relation thereto under the Financing Documents, provided that in the case of sub-paragraph (which may be one or more iii) above, the replacement of the BanksRelevant Bank must be made: (A) the Notes and participation interests in the Letter case of Credit Liabilities and Swingline Loans held by such a Bank which declined the Initial Extension Request, no later than 60 days after the first anniversary of the Signing Date; and (B) in the case of a Bank which declined the Second Extension Request, no later than 60 days after the second anniversary of the Signing Date. (b) The replacement of a Bank pursuant to this Clause shall be subject to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, following conditions: (i) the Company shall have no right to replace the Facility Agent; (ii) neither the Facility Agent nor any the Bank shall have any obligation to the Borrower Company to find any such Eligible Assignee and a Replacement Bank; (iii) in order for the Borrower to replace event of a Bank, the Borrower must require replacement of a Non-Consenting Bank such replacement within three (3) months of must take place no later than 30 days after the date the Non-Consenting Bank became notifies the Company and the Facility Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Financing Documents requested by the Company; (iv) in no event shall the Bank replaced under this paragraph (b) be required to pay or surrender to such Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option any of the Borrower fees received by such Bank pursuant to this Section 6.5the Financing Documents; provided and (v) the Bank shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer, the Eligible Assignee selected completion of which the Bank or the Facility Agent shall promptly notify the Company. (c) A Bank shall perform the checks described in paragraph (b)(v) above, acting reasonably and diligently, as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above (and, in any event, within five Business Days of receipt by the Borrower shall purchase such Bank's interest in the Obligations owed herewith relevant Bank of the Borrower documents or evidence necessary to such Bank for cash perform the checks described in an aggregate amount equal to paragraph (b)(v) above) and shall notify the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment Facility Agent and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by Company when it is satisfied that it has complied with those checks. (d) In the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if event that: (i) it the Company or the Facility Agent (at the request of the Company) has demanded compensation under Sections 5.9requested the Banks to give a consent in relation to, 6.1 or 6.4to agree to a waiver or amendment of, any provisions of the Financing Documents; (ii) it has defaulted on any obligation under the Loan Documents consent, waiver or amendment in question requires the approval of all the Banks; and (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights Banks whose Commitments aggregate more than 90% of the Borrower under this Section 6.5 Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 90% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment, then any Bank who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Bank. (e) For the purposes of this Clause, Basel III means: (i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in addition "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (ii) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"Basel III.

Replacement of a Bank. If In the event any Bank (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 4.4 [LIBOR Rate Unascertainable, Etc.], or requires the Borrower to pay any additional amount to any Bank or any Official Body for the account of any Bank pursuant to Section 5.6 [Additional Compensation in Certain Circumstances], (iii) is a Non-Complying Bank or otherwise, (iv) becomes subject to the control of an Official Body (other than the Agent as normal and customary supervision), or (v) is a Bank) becomes a Replacement CandidateNon-Consenting Bank referred to in Section 11.1 [Modifications, Amendments or Waivers] then in any such event the Borrower shall have may, at its sole expense, upon notice to such Bank and the right to Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.11 [Successors and Assigns]), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee selected by assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (i) the Borrower and reasonably satisfactory shall have paid to the Agent the assignment fee specified in Section 11.11 [Successors and Assigns]; (which may be one or more of the Banksii) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months received payment of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid outstanding principal thereofof its Loans and Participation Advances, all unpaid accrued interest accrued thereon, all unpaid commitment and letter of credit accrued fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due under Section 6.1 5.6.2 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or 6.4the Borrower (in the case of all other amounts); (iii) then owing in the case of any such assignment resulting from a claim for compensation under Section 5.6.1 [Increased Costs Generally] or payments required to be made pursuant to Section 11.3 [Taxes], such Bank hereunder assignment will result in a reduction in such compensation or under any other Loan Documentpayments thereafter; and (iv) such assignment does not conflict with applicable Law. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9shall not be required to make any such assignment or delegation if, 6.1 or 6.4prior thereto, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of a waiver by such Bank or otherwise, the events described in circumstances entitling the definition of "Replacement Candidate"Borrower to require such assignment and delegation cease to apply.

Replacement of a Bank. If (i) the obligation of a Bank (other than the Agent as a Bank) becomes to make or Continue Loans subject to Libor Accounts has been suspended pursuant to Sections 5.2 or 5.3 or (ii) a Replacement CandidateBank (other than the Agent as a Bank) has demanded compensation under Sections 5.1 or 5.6, the Borrower shall have the right to require such Bank to assign to an Eligible Assignee a Person selected by the Borrower and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b13.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee Person and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date such obligations of the Bank became a Replacement Candidatewere suspended or the date the Bank demanded such compensation. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.55.7; provided that the Eligible Assignee Person selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash immediately available funds in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 Sections 5.1 or 6.45.6) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 0 [Euro-Rate Unascertainable, Etc.] or Section 0 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agents, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (w) receipt of such Bank's notice under Section 0 [Euro-Rate Unascertainable, Etc.] or 0 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; PROVIDED that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 0 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to any accrued interest due on such amount and any related fees; PROVIDED, however, that the Agent (which may Commitment and any Term Loan of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Agents; PROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 0 [Successor Agents] and participation interests in the Letter provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, etc.] or Section 4.5.1 [Increased Costs, etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes a Bank Nonconsenting Bank, or (iv) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld (except that during any period when an Event of Default exists and is continuing, the Administrative Agent may withhold such consent in its sole discretion), to require prepay the Loans of such Bank in whole, together with all interest and fees accrued thereon and all other amounts due and payable to assign such Bank under the Loan Documents, and terminate such Bank’s Commitment within ninety (90) days after (w) receipt of such Bank’s notice under Section 3.4 [Euro-Rate Unascertainable, etc.] or 4.5.1 [Increased Costs, Etc.], (x) the date such Bank has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y) such Bank becomes a Nonconsenting Bank, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided that the Borrower and reasonably satisfactory shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.5 [Additional Compensation in Certain Circumstances] (except that the Borrower shall not be required to indemnify such Bank for liabilities, losses or expenses under Section 4.5.2(i) [Indemnity] sustained by such Bank as a consequence of the prepayment of the Loans of such Bank in accordance with this Section 4.4.2 on a day other than the last day of an Interest Period with respect to Loans to which a Euro-Rate Option applies if the Loans of such Bank are being prepaid because such Bank has determined that the making, maintenance or funding of such Loans by such Bank under the Euro-Rate Option has been made unlawful or because such Bank has become subject to the Agent (which may control of an Official Body) and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent and the Issuing Banks) ; provided, further, that the Notes remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agents] and participation interests in the Letter an Issuing Bank may only be replaced if all Letters of Credit Liabilities and Swingline Loans held issued by such Issuing Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or 364-Day Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) causes the Agent as a Bank) becomes a Replacement CandidateBorrower to pay, withhold or indemnify any Taxes or Other Taxes pursuant to Section 5.8, then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Commitment within ninety (90) days after (w) receipt of such Bank’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.6.1 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans or 364-Day Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable, or (z) the date such payment of Taxes or Other Taxes pursuant to Section 5.8 is due; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to Section 5.8 [Taxes] and any accrued interest due on such amount and any related fees; provided, however, that the Agent (which may Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank reasonably acceptable to the Notes Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and participation interests in the Letter provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 or Section 5.6.1, (ii) does not fund Revolving Credit Loans, Convertible Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, (iv) does not agree to an extension of the Convertible Revolving Credit Expiration Date in accordance with Section 3.4.1 and, however, the Required Banks do so agree, or (v) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within thirty (30) days after an event described in Clause (iv) directly above, or within ninety (90) days after (w) receipt of such Bank's notice under Section 4.4 or 5.6.1, (x) the date such Bank has failed to assign fund Revolving Credit Loans, Convertible Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 and reasonably satisfactory to any accrued interest due on such amount and any other fees and costs payable hereunder; provided, however, that the Agent (which may Revolving Credit Loans, Convertible Revolving Credit Loans, any other Commitments, and any Bid Loans of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Agent or, upon payment of every such Loan and participation interests in all related interest, fees, costs, and expenses (including those payable under Section 5.6), the Letter Commitments of such Bank are permanently terminated; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide any Bid Loan of such Bank. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 and provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months expired or been terminated or replaced. Change of the date the Bank became a Replacement CandidateLending Office. Each Bank agrees that, upon the occurrence of any event giving rise to increased costs or other special payments under Section 4.4.2 or 5.6.1 with respect to such Bank, it will, if requested by the Borrower, use reasonable efforts (other than the Agent as a subject to overall policy considerations of such Bank) agrees to designate another lending office for any Loans or Letters of Credit affected by such event, provided that such designation is made on such terms that such Bank and its replacement at lending office suffer no economic, legal, or regulatory disadvantage, with the option objective of avoiding the consequence of the event giving rise to the operation of such Sections. Nothing in this Section 5.4.3 shall affect or postpone any of the Obligations of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 Party or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under Agent or any Bank provided in this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"Agreement.

Replacement of a Bank. If (i) the obligation of a Bank (other than the Agent as a Bank) becomes to make or Continue Loans subject to Libor Accounts has been suspended pursuant to Sections 5.2 or 5.3 or (ii) a Replacement CandidateBank (other than the Agent as a Bank) has demanded compensation under Sections 5.1 or 5.6, the Borrower Parent shall have the right to require such Bank to assign to an Eligible Assignee a Person selected by the Borrower Parent and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b13.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the any Borrower to find any such Eligible Assignee Person and in order for the Borrower Parent to replace a Bank, the Borrower Parent must require such replacement within three (3) months of the date such obligations of the Bank became a Replacement Candidatewere suspended or the date the Bank demanded such compensation. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower Parent pursuant to this Section 6.55.7; provided that the Eligible Assignee Person selected by the Borrower Parent shall purchase such Bank's interest in the Obligations owed herewith of the Borrower Borrowers to such Bank for cash immediately available funds in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 Sections 5.1 or 6.45.6) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (w) receipt of such Bank's notice under Section 4.5.1 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Eligible Assignee selected Official Body, as applicable; provided that (A) the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees or amounts then due under the Loans Documents to such Bank; (B) the Borrower shall also prepay the Loans, together with all interest accrued thereon, and terminate the Commitment of all other Banks that are similarly situated pursuant to Section 4.4.2 (i)-(iii); (C) unless the Borrower exercises its right to permanently reduce the Commitments by the Borrower amount of such Bank's Commitment (upon such notice and reasonably satisfactory to the Agent (which may in such amounts as set forth in Section 2.11.1 [Voluntary Reductions]),the Commitment of such Bank shall be provided by one or more of the Banksremaining Banks or a replacement bank acceptable to the Agent, which consent shall not be unreasonably withheld;, and (D) the Notes and participation interests in remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant foregoing, the Agent may only be replaced subject to the terms requirements of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".Section

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or 364-Day Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) causes the Agent as a Bank) becomes a Replacement CandidateBorrower to pay, withhold or indemnify any Taxes or Other Taxes pursuant to Section 5.8, then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (w) receipt of such Bank's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5. 6.1 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans or 364-Day Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable, or (z) the date such payment of Taxes or Other Taxes pursuant to Section 5.8 is due; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to Section 5.8 [Taxes] and any accrued interest due on such amount and any related fees; provided, however, that the Agent (which may Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank reasonably acceptable to the Notes Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and participation interests in the Letter provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 [Euro-Rate Unascertainable] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Revolving Credit Commitment within ninety (90) days after (w) receipt of such Bank's notice under Section 4.4 [Euro-Rate Unascertainable] or 5. 6.1 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by such Bank, (y) the Borrower and reasonably satisfactory date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms control of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided thatOfficial Body, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5applicable; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower also pay to such Bank for cash at the -------- time of such prepayment any amounts required under Section 5.6 [Additional Compensation in an aggregate Certain Circumstances] and any accrued interest due on such amount equal and any related fees; provided, however, that -------- the Revolving Credit Commitment of such Bank shall be provided by one or -------- more of the remaining Banks or a replacement bank acceptable to the aggregate unpaid principal thereofAgent; provided, all unpaid interest accrued thereonfurther, all unpaid commitment and letter of credit fees accrued for the account of such Bankremaining Banks shall have no obligation -------- hereunder to increase their Revolving Credit Commitments. Notwithstanding the foregoing, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become Agent may only be replaced subject to a receiver, liquidator, trustee, custodian, the requirements of Section 10.14 [Successor Agent] and provided that all -------- Letters of Credit have expired or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights been terminated or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 3.4 [LIBOR Unascertainable, Etc.] or Section 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within thirty (30) days after an event described in Clause (iii) directly above, or within ninety (90) days after (x) receipt of such Bank's notice under Section 3.4 [LIBOR Unascertainable, Etc.] or 4. 6.1 [Increased Costs, Etc.], (y) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to any accrued interest due on such amount and any related fees; provided, however, that the Agent (which may Commitment and any Loans of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Agent or, upon payment of every such Loan and participation interests in all related interest, fees, costs, and expenses (including those payable under Section 4.6.2 [Indemnity]), the Letter Commitments of Credit Liabilities and Swingline Loans held by such Bank pursuant to are permanently terminated; provided, further, the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank remaining Banks shall have no obligation hereunder to increase their Commitments or provide any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account Loan of such Bank. Notwithstanding the foregoing, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become Agent may only be replaced subject to a receiver, liquidator, trustee, custodian, the requirements of Section 9.14 [Successor Agent] and provided that all Letters of Credit shall have expired or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights been terminated or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) causes the Agent as a Bank) becomes a Replacement CandidateBorrower to pay, withhold or indemnify any Taxes or Other Taxes pursuant to Section 5.8, then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (w) receipt of such Bank's notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.] or 5. 6.1 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable, or (z) the date such payment of Taxes or Other Taxes pursuant to Section 5.8 is due; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to Section 5.8 [Taxes] and any accrued interest due on such amount and any related fees; provided, however, that the Agent (which may Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank reasonably acceptable to the Notes Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and participation interests in the Letter provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If In the event any Bank (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrowers to pay any Indemnified Taxes or additional amount to any Bank or any Official Body for the account of any Bank pursuant to Section 5.9 [Taxes], (iii) is a Bank Defaulting Bank, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), (v) is a Non-Consenting Bank referred to in Section 11.1 [Modifications, Amendments or Waivers] or (vi) withholds consent for a Foreign Subsidiary to become a Designated 219962390 Borrower under Section 2.13, then in any such event the Agent as a Bank) becomes a Replacement CandidateBorrowers may, at their sole expense, upon notice to such Bank and the Borrower shall have the right to Administrative Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee selected by the Borrower and reasonably satisfactory assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (i) such Bank shall have received payment of an amount equal to the Agent outstanding principal of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (which may be one or more of including any amounts under Section 5.10 [Indemnity]) from the Banks) assignee (to the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant extent, subject to the terms of an appropriately completed Assignment this Agreement including, without limitation, Section 2.10 [Defaulting Banks], of such outstanding principal and Acceptance accrued interest and fees) or the Borrowers (in accordance with subsection 14.8(bthe case of all other amounts); provided that, neither ; (ii) in the Agent nor any Bank shall have any obligation to the Borrower to find case of any such Eligible Assignee and assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in order for the Borrower to replace a Bankelimination or, upon the Borrower must require such replacement within three (3) months consent of the date the Bank became applicable Borrower, a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account reduction of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees compensation or payments thereafter; and (if anyiii) such assignment does not conflict with applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan DocumentLaw. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9shall not be required to make any such assignment or delegation if, 6.1 or 6.4prior thereto, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of a waiver by such Bank or otherwise, the events described in circumstances entitling the definition of "Replacement Candidate"Borrowers to require such assignment and delegation cease to apply.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 3.4 or Section 4.6.1, (ii) does not fund Convertible Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, (iv) does not agree to an extension of the Convertible Revolving Credit Expiration Date requested in accordance with Section 2.4.1 and, however, the Required Banks do so agree, or (v) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within no more than thirty (30) days after an event described in Clause (iv) directly above (but in no event later than the Convertible Revolving Credit Expiration Date), or within ninety (90) days after (w) receipt of such Bank's notice under Section 3.4 or 4.6.1, (x) the date such Bank has failed to assign fund Convertible Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.6 and reasonably satisfactory to any accrued interest due on such amount and any other fees and costs payable hereunder; and provided, further, that the Agent (which may Convertible Revolving Credit Loans and any other Commitments of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Agent or, upon payment of every such Loan and participation interests in all related interest, fees, costs, and expenses (including those payable under Section 4.6), the Letter Commitments of Credit Liabilities and Swingline Loans held by such Bank pursuant to are permanently terminated; and provided, further, the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank remaining Banks shall have no obligation hereunder to increase their Commitments or provide any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account Loan of such Bank. Notwithstanding the foregoing, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become Agent may only be replaced subject to a receiver, liquidator, trustee, custodian, the requirements of Section 9.14 and provided that all Letters of Credit shall have expired or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights been terminated or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section Error! Reference source not found. [Interest Rate Unascertainable, Etc.] or Section Error! Reference source not found. [Increased Costs, Etc.], (ii) does not fund Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes subject to the control of an Official Body (other than the Agent as a Banknormal and customary supervision), or (iv) becomes a Replacement Candidateseeks indemnification for Taxes under Section 11.3, then the Borrower shall have the right right, at its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole , together with all interest accrued thereon and any fees or other amounts due in connection therewith, and terminate such Bank's Commitment, or to assign replace such Bank with another Bank which purchases and assumes the Loans of the Bank to be replaced in either such case within sixty (60) days after (x) receipt of such Bank's notice under Section Error! Reference source not found. [Interest Rate Unascertainable, Etc.] or Error! Reference source not found. [Increased Costs, Etc.], (y) the date such Bank has failed to fund Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided -------- that the Borrower shall also pay to such Bank at the time of such prepayment or replacement any amounts required under Section Error! Reference source not found. [Additional Compensation in Certain Circumstances] and reasonably satisfactory any accrued interest due on such amount and any related fees; provided further , however, ---------------- that if the Borrower has elected to prepay the Agent (which may Loans of a Bank and terminate its Commitment under this Section, the Commitment of such Bank and the Bid Loan of such Bank shall be provided by one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant remaining Banks or a replacement bank reasonably acceptable to the terms of an appropriately completed Assignment Administrative Agent; and Acceptance in accordance with subsection 14.8(b); provided thatprovided, neither further, that the Agent nor any Bank remaining Banks shall have any no obligation hereunder -------- to increase their Commitments or provide the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account Bid Loan of such Bank. Notwithstanding the foregoing, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become Administrative Agent may only be replaced subject to a receiver, liquidator, trustee, custodian, the requirements of Section Error! Reference source not found. [Successor Administrative Agent] and provided that all Letters of Credit have expired or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights been terminated or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. (a) If a at any time: (i) any Bank (other than the Agent as a Bank) becomes a Replacement Candidate“Non-Consenting Bank”; or (ii) any Bank becomes a “Non-Funding Bank”; then the Obligors’ Agent may, on five Business Days prior written notice to the Borrower shall have the right to require Facility Agent and such Bank, replace such Bank by requiring such Bank to assign (and such Bank shall) transfer pursuant to an Eligible Assignee Clause 20.3(a) (Assignments and Transfers by Banks) all of its rights and obligations under this Agreement to a Bank or other bank or financial institution, selected by the Borrower Obligors’ Agent and which is reasonably satisfactory acceptable to the Facility Agent (and the Issuing Banks, which may be one or more confirms its willingness to assume and does assume all the obligations of the Bankstransferring Bank (including the assumption of the transferring Bank’s participation on the same basis as the transferring Bank) for a purchase price equal to the Notes and outstanding principal amount of such Bank’s participation interests in the Letter outstanding Advances and all accrued interest and fees and other amounts payable hereunder. (b) The replacement of Credit Liabilities and Swingline Loans held by such a Bank pursuant to Clause 9.6(a) shall be subject to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, following conditions: (i) the Obligors’ Agent shall have no right to replace the Facility Agent; (ii) neither the Facility Agent nor any Bank shall have any obligation to the Borrower Obligors’ Agent to find any a replacement Bank or other such Eligible Assignee and entity; (iii) in order for the Borrower to replace event of a Bank, the Borrower must require replacement of a Non-Consenting Bank such replacement within three (3) months of must take place no later than 180 days after the date the Non-Consenting Bank became a Replacement Candidate. Each notified the Obligors’ Agent and the Facility Agent of its failure to agree to any requested consent, waiver or amendment to the Senior Finance Documents; and (iv) in no event shall the Bank (hereby replaced be required to pay or surrender to such replacement Bank or other than the Agent as a Bank) agrees to its replacement at the option entity any of the Borrower fees received by such Bank hereby replaced pursuant to this Section 6.5; provided that Agreement. (c) In the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if event that: (i) it the Obligors’ Agent or the Facility Agent has demanded compensation under Sections 5.9, 6.1 requested the Banks to consent to a waiver or 6.4, amendment of any provisions of the Senior Finance Documents; (ii) it has defaulted on any obligation under the Loan Documents waiver or amendment in question requires the consent of all Banks; and (iii) it has become insolvent and its assets become subject the Majority Banks have consented to a receiversuch waiver or amendment, liquidator, trustee, custodian, then any Bank who does not agree to such waiver or other officer having similar powers. The rights of the Borrower under this Section 6.5 amendment shall be in addition to any other rights or remedies the Borrower may have at law or in equity as deemed a result of the events described in the definition of "Replacement Candidate"“Non-Consenting Bank”.

Replacement of a Bank. If In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by a Bank Borrower and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), the Borrower then applicable Borrowers shall have the right at their option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Revolving Credit Commitment within ninety (90) days after (w) receipt of such Bank’s notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or 4.6.1 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by such Bank, (y) the Borrower and reasonably satisfactory date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the Agent (which may control of an Official Body, as applicable; provided that each such Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Revolving Credit Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement lender acceptable to the Notes Agent and participation interests in the Letter Borrowers; provided, further, the remaining Banks shall have no obligation hereunder to increase their Revolving Credit Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent] and provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 3.4 [Interest Rate Unascertainable, Etc.] or Section 4.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes subject to the control of an Official Body (other than the Agent as a Banknormal and customary supervision), or (iv) becomes a Replacement Candidateseeks indemnification for Taxes under Section 11.3, then the Borrower shall have the right right, at its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to require prepay the Revolving Credit Loans of such Bank in whole , together with all interest accrued thereon and any fees or other amounts due in connection therewith, and terminate such Bank's Commitment, or to assign replace such Bank with another Bank which purchases and assumes the Revolving Credit Loans of the Bank to be replaced in either such case within sixty (60) days after (x) receipt of such Bank's notice under Section 3.4 [Interest Rate Unascertainable, Etc.] or 4. 5.1 [Increased Costs, Etc.], (y) the date such Bank has failed to fund Revolving Credit Loans because the making of such Revolving Credit Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided that the Borrower shall also pay to such Bank at the time of such prepayment or replacement any amounts required under Section 4.5 [Additional Compensation in Certain Circumstances] and reasonably satisfactory any accrued interest due on such amount and any related fees; provided further , however, that if the Borrower has elected to prepay the Agent (which may Revolving Credit Loans of a Bank and terminate its Revolving Credit Commitment under this Section, the Revolving Credit Commitment of such Bank shall be provided by one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant remaining Banks or a replacement bank reasonably acceptable to the terms of an appropriately completed Assignment Administrative Agent; and Acceptance in accordance with subsection 14.8(b); provided thatprovided, neither further, that the Agent nor any Bank remaining Banks shall have any no obligation hereunder to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".increase their Revolving

Replacement of a Bank. If Subject to the second and third paragraphs of this Section 2.15, if (a) a Bank Multi-Currency Lender requests compensation under Section 2.09(a) or (b) or 2.11 and other than Multi-Currency Lenders holding Commitments equal to at least one third of the Agent Multi-Currency Facility shall not have made a similar request, (c) the obligation of a Lender to make Eurocurrency Rate Advances or to Convert Base Rate Advances into Eurocurrency Rate Advances shall be suspended pursuant to Section 2.09(c) or (d) in circumstances in which such obligations of other Lenders holding Commitments equal to at least one third of the Multi-Currency Facility shall not have been suspended, or (d) a Lender becomes insolvent, goes into receivership or fails to make any Advances required to be made by it hereunder, then, so long as such condition occurs and is continuing with respect to any Lender (a Bank"Replaced Lender"), AGCO may designate a Person (a "Replacement Lender") becomes a Replacement Candidate, the Borrower shall have the right to require such Bank to assign to that is an Eligible Assignee selected to assume such Replaced Lender's Commitments hereunder and to purchase any Advances by such Replaced Lender and such Replaced Lender's rights hereunder, without recourse to or representation or warranty by, or expense to, such Replaced Lender, for a purchase price equal to the outstanding principal amount of the Advances by such Replaced Lender, plus any accrued but unpaid interest on such Advances and accrued but unpaid fees and other amounts owing to such Replaced Lender. Subject to the execution and delivery to the Appropriate Agent and the Replaced Lender by the Borrower and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms Replacement Lender of an appropriately completed Assignment and Acceptance (and the approval thereof by the applicable Persons specified in accordance with subsection 14.8(bSection 8.07(a)(v); provided that) and the payment to the Administrative Agent by AGCO on behalf of such Replaced Lender of the assignment fee specified in Section 8.07(a)(vi), neither the Agent nor any Bank Replacement Lender shall succeed to the rights and obligations of such Replaced Lender hereunder and such Replaced Lender shall no longer be a party hereto or have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5rights hereunder; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith obligations of the Borrower Borrowers to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation Replaced Lender under Sections 5.92.09, 6.1 2.11 and 8.04 with respect to events occurring or 6.4, (ii) it has defaulted on any obligation under the Loan Documents obligations arising before or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of such replacement shall survive such replacement. Promptly following its replacement by the events described in Replacement Lender, the definition Replaced Lender shall return to the Borrowers the Notes delivered by the Borrowers to such Replaced Lender and the Borrowers will deliver new Notes to the Replacement Lender. AGCO may not exercise its rights under this Section 2.15 with respect to any Lender (i) unless its exercises such rights with respect to all Lenders to which circumstances giving rise to the replacement of "Replacement Candidate"such Lender apply, or (ii) if a Default has occurred and is continuing.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), (iv) is a Defaulting Bank or (v) has failed to consent to a proposed modification, amendment or waiver which pursuant to the Agent as a Bank) becomes a Replacement Candidate, terms of Section 10.1 or any other provision of any Loan Document requires the Borrower consent of all of the Banks and with respect to which the Super-Majority Required Banks shall have granted their consent, (a) within ninety (90) days after (w) receipt of such Bank's notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or 4.6.1 [Increased Costs, Etc.], (x) the right to require date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by such Bank, (y) the Borrower and reasonably satisfactory date such Bank became subject to the Agent control of an Official Body or (which may be z) the date such Bank became a Defaulting Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, to prepay the Loans of such Bank in whole (together with all interest accrued thereon and any amounts required under Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees) and terminate such Bank's Commitment or to have such Bank's Commitment replaced by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank Administrative Agent pursuant to Section 10.11 hereof; provided, that the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank remaining Banks shall have any no obligation hereunder to increase their Commitments; provided, further to the Borrower to find any such Eligible Assignee and in order for extent the Borrower elects to replace a Bank, Bank which gave the Borrower must require notice under Section 3.4 or 4.6.1 or which failed to fund a Revolving Credit Loan because the making of such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees Loans would contravene any Law applicable to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by it shall be obligated to remove or replace, as the selling Bank because of the prepayment of any Libor Accountscase may be, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Banks that have made similar requests for compensation pursuant to Section 6.1 3.4 or 6.4) then owing Section 4.6.1 or who have failed to fund such Bank hereunder or under any other Loan DocumentLoans. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9Notwithstanding the foregoing, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become Administrative Agent may only be replaced subject to a receiver, liquidator, trustee, custodian, the requirements of Section 9.14 [Successor Administrative Agent] and provided that all Letters of Credit have expired or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights been terminated or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Commitment within ninety (90) days after (x) receipt of such Bank’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.6.1 [Increased Costs, Etc.], (y) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to any accrued interest due on such amount and any related fees; provided, however, that the Agent (which may Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Agent and, so long as no Event of Default or Potential Default exists, the Borrower; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and participation interests in the Letter provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, , or (iii) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (x) receipt of such Bank's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5. 6.1 [Increased Costs, Etc.], (y) the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to any accrued interest due on such amount and any related fees; PROVIDED, however, that the Agent (which may Commitment and any Term Loan of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Agent; PROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and participation interests in the Letter PROVIDED that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i)gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.5.1 [Increased Costs, Etc.], (ii)does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii)does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iv)becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (w)receipt of such Bank's notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or 4. 5.1 [Increased Costs, Etc.], (x)the date such Bank has failed to assign fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y)the date of obtaining the consent which such Bank has not approved, or (z)the date such Bank became subject to the control of an Eligible Assignee selected Official Body, as applicable; provided that (A) the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; (B) the Borrower shall also prepay the Loans, together with all interest accrued thereon, and terminate the Commitment of all other Banks that are similarly situated pursuant to Section 4.4.2 (i)-(iii); (C) unless the Borrower exercises its right to permanently reduce the Commitments by the Borrower amount of such Bank's Commitment (upon such notice and reasonably satisfactory to the Agent (which may in such amounts as set forth in Section 2.11.1 [Voluntary Reductions]),the Commitment of such Bank shall be provided by one or more of the Banksremaining Banks or a replacement bank acceptable to the Agent, which consent shall not be unreasonably withheld;, and (D) the Notes remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section9.14 [Successor Agent] and participation interests in the Letter an Issuing Bank may only be replaced if all Letters of Credit Liabilities and Swingline Loans held issued by such Issuing Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.5.1 [Increased Costs, Etc.], (ii) does not fund Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (x) receipt of such Bank's notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or 4. 5.1 [Increased Costs, Etc.], (y) the date such Bank has failed to assign fund Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable; PROVIDED that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.5 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to any accrued interest due on such amount and any related fees; PROVIDED, however, that the Agent (which may Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank acceptable to the Notes Administrative Agent; PROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 9.14 [Successor Administrative Agent] and participation interests in the Letter PROVIDED that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or 364-Day Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) causes the Agent as a Bank) becomes a Replacement CandidateBorrower to pay, withhold or indemnify any Taxes or Other Taxes pursuant to Section 5.8, then the Borrower shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (w) receipt of such Bank's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5. 6.1 [Increased Costs, Etc.], (x) the date such Bank has failed to assign fund Revolving Credit Loans or 364-Day Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date such Bank became subject to the control of an Eligible Assignee selected by Official Body, as applicable, or (z) the date such payment of Taxes or Other Taxes pursuant to Section 5.8 is due; provided that the Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and reasonably satisfactory to Section 5.8 [Taxes] and any accrued interest due on such amount and any related fees; provided, however, that the Agent (which may - 45 - Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank reasonably acceptable to the Notes Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and participation interests in the Letter provided that all Letters of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 expired or 6.4) then owing to such Bank hereunder been terminated or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"replaced.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06 [Additional Compensation in Certain Circumstances], (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then Holdings or the Agent as a Bank) becomes a Replacement Candidate, the Borrower Company shall have the right at its option, with the consent of the Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Commitment at any time after (x) receipt of such Bank’s notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.], (y) the date such Bank has failed to assign fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by such Bank, or (z) the Borrower and reasonably satisfactory date such Bank became subject to the Agent (which may control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant remaining Banks or a replacement bank acceptable to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b)Agent; provided thatprovided, neither further, the Agent nor any Bank remaining Banks shall have any no obligation hereunder to increase their Commitments or provide the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account Bid Loan of such Bank. Notwithstanding the foregoing, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become Agent may only be replaced subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights the requirements of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"9.14 [Successor Agent].

Replacement of a Bank. If (i) the obligation of a Bank --------------------- (other than the Agent as a Bank) to make or Continue Loans subject to Libor Accounts has been suspended pursuant to Section 6.1, 6.2 or 6.3 or (ii) a Bank (other than the Agent as a Bank) becomes a Replacement Candidatehas demanded compensation under Section 6.1 or 6.6, the Borrower shall have the right to require such Bank to assign to an Eligible Assignee selected by the Borrower and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any -------- obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date such obligations of the Bank became a Replacement Candidatewere suspended or the date the Bank demanded such compensation. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.56.7; provided that the Eligible Assignee selected by the Borrower -------- shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.46.6) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".

Replacement of a Bank. If In the event any Bank (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Bank or any Official Body for the account of any Bank pursuant to Section 5.9 [Taxes], (iii) is a Bank Defaulting Bank, (iv) becomes subject to the control of an Official Body (other than the Agent as normal and customary supervision), or (v) is a BankNon-Consenting Bank referred to in Section 11.1 [Modifications, Amendments or Waivers], (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Replacement CandidateNon-Consenting Bank referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower shall have may, at its sole expense, upon notice to such Bank and the right to Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.9 [Successors and Assigns]), all of its interests, rights (other than existing rights to payments pursuant to Sections 5.8 [Increased Costs] or 5.9 [Taxes]) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee selected by assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment), provided that: (i) the Borrower and reasonably satisfactory shall have paid to the Agent the assignment fee specified in Section 11.9 [Successors and Assigns]; (which may be one or more of the Banksii) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months received payment of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid outstanding principal thereofof its Loans and Participation Advances, all unpaid accrued interest accrued thereon, all unpaid commitment and letter of credit accrued fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due under Section 6.1 2.9.8 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or 6.4the Borrower (in the case of all other amounts); (iii) then owing in the case of any such assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such Bank hereunder assignment will result in a reduction in such compensation or under any other Loan Documentpayments thereafter; and (iv) such assignment does not conflict with applicable Law. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9shall not be required to make any such assignment or delegation if, 6.1 or 6.4prior thereto, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of a waiver by such Bank or otherwise, the events described in circumstances entitling the definition of "Replacement Candidate"Borrower to require such assignment and delegation cease to apply.

Replacement of a Bank. If (i) the obligation of a Bank (other than the Agent as a Bank) becomes to make or Continue Loans subject to Libor Accounts has been suspended pursuant to SECTIONS 5.2 or 5.3 or (ii) a Replacement CandidateBank (other than the Agent as a Bank) has demanded compensation under SECTIONS 5.1 or 5.6, the Borrower Parent shall have the right to require such Bank to assign to an Eligible Assignee a Person selected by the Borrower Parent and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(bSUBSECTION 13.8(b); provided PROVIDED that, neither the Agent nor any Bank shall have any obligation to the any Borrower to find any such Eligible Assignee Person and in order for the Borrower Parent to replace a Bank, the Borrower Parent must require such replacement within three (3) months of the date such obligations of the Bank became a Replacement Candidatewere suspended or the date the Bank demanded such compensation. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower Parent pursuant to this Section 6.5SECTION 5.7; provided PROVIDED that the Eligible Assignee Person selected by the Borrower Parent shall purchase such Bank's interest in the Obligations owed herewith of the Borrower Borrowers to such Bank for cash immediately available funds in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 SECTIONS 5.1 or 6.45.6) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".

Replacement of a Bank. If In the event any Bank (i) gives notice under Section 3.4.2 or Section 4.5.1, (ii) becomes a Defaulting Bank or otherwise does not fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which its consent is required (other than the consent of the Administrative Agent as a Bankunder Section 10.1.1) and the consent of the Required Banks is obtained hereunder, or (iv) becomes a Replacement Candidatesubject to the control of an Official Body (other than normal and customary supervision), then the Borrower Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to require prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank’s Commitment within ninety (90) days after (v) receipt of such Bank’s notice under Section 3.4.2 or 4.5.1, (w) the date such Bank has become a Defaulting Bank or otherwise has failed to assign fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene Law applicable to an Eligible Assignee selected by such Bank, (x) the Borrower and reasonably satisfactory date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the Agent control of an Official Body, (which may z) receipt of such Bank’s or Issuing Bank’s notice under Section 2.10.2; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment of such Bank shall be provided by one or more of the Banks) remaining Banks or a replacement bank reasonably acceptable to the Notes and participation interests Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the Letter event none of Credit Liabilities the Banks or any replacement bank acquire the Commitments of the Defaulting Bank the Borrower may terminate such Defaulting Bank’s Commitment and Swingline Loans held reduce the aggregate Commitments of all of the Banks by the amount of such Bank pursuant Defaulting Bank’s terminated Commitment subject to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank provisions (other than the Agent as a Bankpro rata provisions) agrees to its replacement at the option of the Borrower pursuant to this set forth in Section 6.54.4.3 below; provided that the Eligible Assignee selected by Borrowers shall prepay the Borrower shall purchase such Bank's interest in the Obligations owed herewith Loans of the Borrower to Defaulting Bank and any amount required by Section 4.5 and any accrued interest due on such Bank for cash in an aggregate amount equal and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the aggregate unpaid principal thereofrequirements of Section 9.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, all unpaid interest accrued thereon, all unpaid commitment and letter been terminated or replaced or cash collateral or backup letters of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate"been deposited.

Replacement of a Bank. If a In the event any Bank (i) gives notice under Section 3.4 [Euro-Rate Unascertainable, etc.] or Section 4.5.1 [Increased Costs, etc.], or (ii) becomes subject to the control of an Official Body (other than the Agent as a Bank) becomes a Replacement Candidatenormal and customary supervision), then the Borrower shall have the right at its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld (except that during any period when an Event of Default exists and is continuing, the Administrative Agent may withhold such consent in its sole discretion), to require prepay the Term Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days after (y) receipt of such Bank's notice under Section 3.4 [Euro-Rate Unascertainable, etc.] or 4. 5.1 [Increased Costs, etc.], or (z) the date such Bank became subject to assign to the control of an Eligible Assignee selected by Official Body, as applicable; PROVIDED that the Borrower and reasonably satisfactory shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.5 [Additional Compensation in Certain Circumstances] (except that the Borrower shall not be required to indemnify such Lender for liabilities, losses or expenses under Section 4.5.2(i) sustained by such Bank as a consequence of the prepayment of the Loans of such Bank in accordance with this Section 4.4.2 on a day other than the last day of an Interest Period with respect to Term Loans to which a Euro-Rate Option applies if the Term Loans of such Lender are being prepaid because such Lender has determined that the making, maintenance or funding of such Loans by such Lender under the Euro-Rate Option has been made unlawful or because such Lender has become subject to the Agent (which may control of an Official Body) and any accrued interest due on such amount and any related fees; PROVIDED, HOWEVER, that the Commitment and any Term Loan of such Bank shall be provided by one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant remaining Banks or a replacement bank acceptable to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided thatAdministrative Agent. Notwithstanding the foregoing, neither the Administrative Agent nor any Bank shall have any obligation may only be replaced subject to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months requirements of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".9.14 [Successor Agents]

Replacement of a Bank. If Subject to the second and third paragraphs of this Section 2.15, if (a) a Bank Multi-Currency Lender requests compensation under Section 2.09(a) or (b) or 2.11 and other than Multi-Currency Lenders holding Commitments equal to at least one third of the Agent Multi-Currency Facility shall not have made a similar request, (b) a Canadian Subsidiary Lender requests compensation under Section 2.09(a) or (b) or 2.11 and other Canadian Subsidiary Lenders holding Commitments equal to at least one third of the Canadian Subsidiary Facility shall not have made a similar request, 75 70 (c) the obligation of a Lender to make Eurocurrency Rate Advances or to Convert Base Rate Advances into Eurocurrency Rate Advances shall be suspended pursuant to Section 2.09(c) or (d) in circumstances in which such obligations of other Lenders holding Commitments equal to at least one third of the Multi-Currency Facility shall not have been suspended, or (d) a Lender becomes insolvent, goes into receivership or fails to make any Advances required to be made by it hereunder, then, so long as such condition occurs and is continuing with respect to any Lender (a Bank"Replaced Lender"), AGCO may designate a Person (a "Replacement Lender") becomes a Replacement Candidate, the Borrower shall have the right to require such Bank to assign to that is an Eligible Assignee selected to assume such Replaced Lender's Commitments hereunder and to purchase any Advances by such Replaced Lender and such Replaced Lender's rights hereunder, without recourse to or representation or warranty by, or expense to, such Replaced Lender, for a purchase price equal to the outstanding principal amount of the Advances by such Replaced Lender, plus any accrued but unpaid interest on such Advances and accrued but unpaid fees and other amounts owing to such Replaced Lender. Subject to the execution and delivery to the Appropriate Agent and the Replaced Lender by the Borrower and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms Replacement Lender of an appropriately completed Assignment and Acceptance (and the approval thereof by the applicable Persons specified in accordance with subsection 14.8(bSection 8.07(a)(v); provided that) and the payment to the Administrative Agent by AGCO on behalf of such Replaced Lender of the assignment fee specified in Section 8.07(a)(vi), neither the Agent nor any Bank Replacement Lender shall succeed to the rights and obligations of such Replaced Lender hereunder and such Replaced Lender shall no longer be a party hereto or have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5rights hereunder; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith obligations of the Borrower Borrowers to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation Replaced Lender under Sections 5.92.09, 6.1 2.11 and 8.04 with respect to events occurring or 6.4, (ii) it has defaulted on any obligation under the Loan Documents obligations arising before or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of such replacement shall survive such replacement. Promptly following its replacement by the events described in Replacement Lender, the definition Replaced Lender shall return to the Borrowers the Notes delivered by the Borrowers to such Replaced Lender and the Borrowers will deliver new Notes to the Replacement Lender. AGCO may not exercise its rights under this Section 2.15 with respect to any Lender (i) unless its exercises such rights with respect to all Lenders to which circumstances giving rise to the replacement of "Replacement Candidate"such Lender apply, or (ii) if a Default has occurred and is continuing.