Common use of Replacement of a Bank Clause in Contracts

Replacement of a Bank. 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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, (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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 4.4 or Section 11.20(vii)5.6.1, (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 the extension of the Expiration Date and the Term Loan Maturity Date any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrowers and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.1, 4.4 or 11.20(vii)5.6.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 3.4.2 or Section 11.20(vii)4.5, (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 any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.1, 3.4.2 or 11.20(vii)4.5.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 2.12 or Section 11.20(vii)2.13, (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then (iv) is an Impacted Bank or (v) has failed to consent to a proposed modification, amendment or waiver which pursuant to the Borrowers shall have the right at their option, with terms of Section 9.02 or any other provision of any Loan Document requires the consent of all of the Administrative AgentBanks and with respect to which the Majority Banks shall have granted their consent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety (90) days after (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.1, 2.12 or 11.20(vii)2.13, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, Body or (z) receipt the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans 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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 2.12 and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank's Commitment of or to have such Bank shall be provided Bank's Commitment replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 8.17(A) hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided furtherprovided, in further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 2.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank, it shall be obligated to remove or replace, as the case of an assignment by a Declining Bank under this may be, all Banks that have made similar requests for compensation pursuant to Section 5.4.2, the remaining Bank(s) 2.12 or the replacement bank(s) that is Section 2.13 or are the assignees of the Declining Bank shall agree at the time of who have failed to fund such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related feesLoans. Notwithstanding the foregoing, (i) the Administrative Agent may only be replaced subject to the requirements of Section 10.14 8.09 and an (ii) any applicable Issuing Bank may only be replaced if subject to the requirements that all applicable Letters of Credit which it has issued by such Issuing Bank have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 2.12 or Section 11.20(vii)2.13, (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 BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then (iv) is an Impacted Bank or (v) has failed to consent to a proposed modification, amendment or waiver which pursuant to the Borrowers shall have the right at their option, with terms of Section 9.02 or any other provision of any Loan Document requires the consent of all of the Administrative AgentBanks and with respect to which the Majority Banks shall have granted their consent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety (90) days after (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.12.12, or 11.20(vii)Section 2.13, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xBank or provides notice under 2.17(b) the date of obtaining the consent which that such Bank has cannot approvednot fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (y) the date such Bank became subject to the control of an Official Body, Body or (z) receipt the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans 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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 2.12 and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank's Commitment of or to have such Bank shall be provided Bank's Commitment replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 8.17(A) hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided furtherprovided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 2.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, it shall be obligated to remove or replace, as the case of an assignment by a Declining Bank under this may be, all Banks that have made similar requests for compensation pursuant to Section 5.4.2, the remaining Bank(s) 2.12 or the replacement bank(s) that is Section 2.13 or are the assignees of the Declining Bank shall agree at the time of who have failed to fund such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related feesRevolving Credit Loans. Notwithstanding the foregoing, (i) the Administrative Agent may only be replaced subject to the requirements of Section 10.14 8.09 and an (ii) any applicable Issuing Bank may only be replaced if subject to the requirements that all applicable Letters of Credit which it has issued by such Issuing Bank have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, 3.4.2 or Section 5.5.14.5.1, or fails to make its Currency Participation and shall be deemed to have assigned its interest in the Optional Currency Loan to the Fronting Bank, in either case, as set forth in Section 11.20(vii)2.13, (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 under Section 11.1.110.1.1) and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) which is not a Non-Fronting Bank, gives notice under Section 2.10.2 or Section 2.10.3, or fails to fund an Optional Currency Loan, then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's ’s Commitment within ninety (90) days after (v) receipt of such Bank's ’s notice under Section 4.5.2, 5.5.1, 3.4.2 or 11.20(vii)4.5.1, (w) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's ’s notice under Section 2.10.2Sections 2.10.2 or 2.10.3, as applicable; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank the Borrowers Borrower may terminate such Defaulting Bank's ’s Commitment and reduce the aggregate Commitments of all of the Banks by the amount of such Defaulting Bank's ’s terminated Commitment subject to the provisions (other than the pro rata provisions) set forth for the in Section 5.4.3 4.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 4.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 3.4.2 or Section 11.20(vii)4.6, (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 any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.1, 3.4.2 or 11.20(vii)4.6.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 4.6 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [LIBOR Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.6.1 [Increased Costs, Etc.], (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunderLoans, or (viii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, (a) to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety one-hundred twenty (90120) days after (vx) receipt of such Bank's notice under Section 4.5.23.4 [LIBOR Rate Unascertainable, 5.5.1Etc.] or 4. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Loans in breach of its obligations under Section 2.5 Loans, or because the making of such Loans would contravene Law applicable to such Bank, (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 4.6 [Additional Compensation in Certain Circumstances] 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case Commitments or (b) to replace such Bank with a lender of 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 assignment its choosing and reasonably acceptable to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited9.14 [Successor Agent].

Replacement of a Bank. 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 Eleventh 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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's ’s Commitment within ninety (90) days after (v) receipt of such Bank's ’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 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's ’s or Issuing Bank's ’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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Eleventh Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank the Borrowers may terminate such Defaulting Bank's ’s Commitment and reduce the aggregate Commitments of all of the Banks by the amount of such Defaulting Bank's ’s terminated Commitment subject to the provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 4.4 or Section 11.20(vii)5.6.1, (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 the extension of the Expiration Date and the Term Loan Maturity Date any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.1, 4.4 or 11.20(vii)5.6.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided PROVIDED that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 and any accrued interest due on such amount and any related fees; providedPROVIDED, however, that the Commitment of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if PROVIDED that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.6.1 [Increased Costs, Etc.], (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) has failed to consent to a proposed modification, amendment or waiver which pursuant to the terms of Section 10.1 [Modifications, Amendments or Waivers] or any other provision of any Loan Document requires the consent of all of the Banks and with respect to which the Super-Majority Required Banks shall have granted their consent, then the Borrowers Borrower shall have the right at their its option, if no Event of Default or Potential Default then exists and with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety sixty (9060) days after (vx) receipt of such Bank's notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4.6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, as applicable, or (zb) receipt within sixty (60) days after such Bank has failed to consent to a proposed modification, amendment or waiver, to prepay the Loans 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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank's Commitment of or to have such Bank shall be provided Bank's Commitment replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 10.11 [Successors and Assigns] hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided furtherprovided, in further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 3.4 [Euro-Rate Unascertainable, etc.] or 4. 6.1 [Increased Costs, etc.] or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank, it shall be obligated to remove or replace, as the case of an assignment by a Declining Bank under this may be, all Banks that have made similar requests for compensation pursuant to Section 5.4.23.4 [Euro-Rate Unascertainable, the remaining Bank(s) etc.] or the replacement bank(s) that is 4.6.1 [Increased Costs, etc.] or are the assignees of the Declining Bank shall agree at the time of Section 4.6.1 [Increased Costs, etc.] or who have failed to fund such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related feesLoans. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 [Successor Administrative Agent] and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or adequately cash collateral or backup letters of credit shall have been depositedcollateralized.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.5 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.6.1 [Increased Costs, Etc.], (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 any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrowers and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.24.5 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 [Additional Compensation in Certain Circumstances] 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.Section

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.5.1 [Increased Costs, Etc.], (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 any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or Section 5.5.1 [Increased Costs, or 11.20(vii)Etc.], (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided PROVIDED that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; providedPROVIDED, however, that the Commitment of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 10. 14 [Successor Agent] and an Issuing Bank may only be replaced if PROVIDED that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. 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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, (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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, 3.4.2 or Section 5.5.14.5.1, or fails to make its Currency Participation and shall be deemed to have assigned its interest in the Optional Currency Loan to the Fronting Bank, in either case, as set forth in Section 11.20(vii)2.13, (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 any action as contemplated by the Sixth Amendment and the to which consent of the Required Banks is requested by the Borrowers and obtained hereunder (such Bank, a "Declining Bank")hereunder, (iv) does not approve any other action as to which its consent is required (other than the consent of the Administrative Agent under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) which is not a Non-Fronting Bank, gives notice under Section 2.10.2 or Section 2.10.3, or fails to fund an Optional Currency Loan, then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's ’s Commitment within ninety (90) days after (v) receipt of such Bank's ’s notice under Section 4.5.2, 5.5.1, 3.4.2 or 11.20(vii)4.5.1, (w) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's ’s notice under Section 2.10.2Sections 2.10.2 or 2.10.3, as applicable; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank the Borrowers Borrower may terminate such Defaulting Bank's ’s Commitment and reduce the aggregate Commitments of all of the Banks by the amount of such Defaulting Bank's ’s terminated Commitment subject to the provisions (other than the pro rata provisions) set forth for the in Section 5.4.3 4.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 4.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro- Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.5.1 [Increased Costs, Etc.], (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, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers any Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vx) receipt of such Bank's notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4. 5.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers -------- shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 4.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, -------- ------- that the Commitment and any Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, -------- further, the remaining Banks shall have no obligation hereunder to increase ------- their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.Section

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 4.4.2 or Section 11.20(vii)5.6.1, (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 the extension of the Expiration Date and the Term Loan Maturity Date any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.1, 4.4.2 or 11.20(vii)5.6.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.5.1 [Increased Costs, Etc.], (ii) becomes a Defaulting Bank or otherwise does not fund Revolving Credit Loans in breach or Line of its obligations under Section 2.5 or Credit Loans because the making of such Loans would contravene any Law applicable to such Bank, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers any Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in wholeCREDIT AGREEMENT 5.1 [Increased Costs, 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)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Loans in breach or Line of its obligations under Section 2.5 or Credit Loans, as the case may be, because the making of such Loans would contravene Law applicable to such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers -------- shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, -------- ------- that the Commitment and any Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder -------- ------- to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 Error! Reference source not found. [Successor Administrative Agent] and an Issuing Bank may only be replaced if provided that -------- all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.6.1 [Increased Costs, Etc.], (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, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vx) receipt of such Bank's notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided PROVIDED that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; providedPROVIDED, however, that the Commitment and any Term Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and an Issuing Bank may only be replaced if PROVIDED that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 3.4.2 or Section 11.20(vii)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 the extension of the Expiration Date and the Term Loan Maturity Date any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's ’s Commitment within ninety (90) days after (vw) receipt of such Bank's ’s notice under Section 4.5.2, 5.5.1, 3.4.2 or 11.20(vii)4.5.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.” (xxii) Section 4.5.1 (Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. ) of the Credit Agreement is hereby amended and restated to read as follows: 4.5.1 Increased Costs or Reduced Return Resulting from Taxes,

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.6.1 [Increased Costs, Etc.], (ii) becomes a Defaulting Bank or otherwise does not fund Revolving Credit Loans in breach of its obligations under Section 2.5 or Bid Loans 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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) has failed to consent to a proposed modification, amendment or waiver which pursuant to the terms of Section 10.1 or any other provision of any Loan Document requires the consent of all of the Banks and with respect to which the Super-Majority Required Banks shall have granted their consent, then the Borrowers Borrower shall have the right at their its option, if no Event of Default or Potential Default then exists and with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety (90) days after (vx) receipt of such Bank's notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Loans in breach of its obligations under Section 2.5 or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, as applicable, or (zb) receipt 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'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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank's Commitment or to have such Bank's Commitment and any Bid Loan of such Bank shall be provided replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 10.11 hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in Commitments or provide the case of 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 Bid Loan of such assignment Bank; provided, further to the extension of extent the Expiration Date and Borrower elects to replace a Bank which gave the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Borrower notice under Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.3.4

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 2.12 or Section 11.20(vii)2.13, (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 BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then (iv) is an Impacted Bank or (v) has failed to consent to a proposed modification, amendment or waiver which pursuant to the Borrowers shall have the right at their option, with terms of Section 9.02 or any other provision of any Loan Document requires the consent of all of the Administrative AgentBanks and with respect to which the Majority Banks shall have granted their consent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety (90) days after (vw) receipt of such 264674781 265265096 Bank's notice under Section 4.5.2, 5.5.12.12, or 11.20(vii)Section 2.13, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xBank or provides notice under 2.17(b) the date of obtaining the consent which that such Bank has cannot approvednot fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (y) the date such Bank became subject to the control of an Official Body, Body or (z) receipt the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans 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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 2.12 and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank's Commitment of or to have such Bank shall be provided Bank's Commitment replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 8.17(A) hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided furtherprovided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 2.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, it shall be obligated to remove or replace, as the case of an assignment by a Declining Bank under this may be, all Banks that have made similar requests for compensation pursuant to Section 5.4.2, the remaining Bank(s) 2.12 or the replacement bank(s) that is Section 2.13 or are the assignees of the Declining Bank shall agree at the time of who have failed to fund such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related feesRevolving Credit Loans. Notwithstanding the foregoing, (i) the Administrative Agent may only be replaced subject to the requirements of Section 10.14 8.09 and an (ii) any applicable Issuing Bank may only be replaced if subject to the requirements that all applicable Letters of Credit which it has issued by such Issuing Bank have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.6.1 [Increased Costs, Etc.], (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, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's ’s Commitment within ninety (90) days after (vx) receipt of such Bank's ’s notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 [Additional Compensation in Certain Circumstances] 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.6.1 [Increased Costs, Etc.], (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, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vx) receipt of such Bank's notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 [Additional Compensation in Certain Circumstances] 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent (and the Agent agrees to use good faith efforts to identify possible replacement Banks); provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.Section

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 3.4.2 or Section 11.20(vii)4.5, (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 any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's ’s Commitment within ninety (90) days after (vw) receipt of such Bank's ’s notice under Section 4.5.2, 5.5.1, 3.4.2 or 11.20(vii)4.5.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 4.4 or Section 11.20(vii)5.6.1, (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 the extension of the Expiration Date and the Term Loan Maturity Date any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.1, 4.4 or 11.20(vii)5.6.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 2.12 or Section 11.20(vii)2.13, (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 BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then (iv) is an Impacted Bank or (v) has failed to consent to a proposed modification, amendment or waiver which pursuant to the Borrowers shall have the right at their option, with terms of Section 9.02 or any other provision of any Loan Document requires the consent of all of the Administrative AgentBanks and with respect to which the Majority Banks shall have granted their consent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety (90) days after (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.12.12, or 11.20(vii)Section 2.13, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xBank or provides notice under 2.17(b) the date of obtaining the consent which that such Bank has cannot approvednot fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (y) the date such Bank became subject to the control of an Official Body, Body or (z) receipt the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans 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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 2.12 and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank's Commitment of or to have such Bank shall be provided Bank's Commitment replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 8.17(A) hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided furtherprovided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 2.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, it shall be obligated to remove or replace, as the case of an assignment by a Declining Bank under this may be, all Banks that have made similar requests for compensation pursuant to Section 5.4.2, the remaining Bank(s) 2.12 or the replacement bank(s) that is Section 2.13 or are the assignees of the Declining Bank shall agree at the time of who have failed to fund such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related feesRevolving Credit Loans. Notwithstanding the foregoing, (i) the Administrative Agent may only be replaced subject to the requirements of Section 10.14 8.09 and an (ii) any applicable 270134563 Issuing Bank may only be replaced if subject to the requirements that all applicable Letters of Credit which it has issued by such Issuing Bank have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.6.1 [Increased Costs, Etc.], (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 any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 4.5.3 [Additional Compensation in Certain Circumstances] 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited9.14 [Successor Agent].

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.5.1 [Increased Costs, Etc.], (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 violate any Law applicable to such Bank, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vx) receipt of such Bank's notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Loans would contravene violate Law applicable to such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 4.5 [Additional Compensation in Certain Circumstances] 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.Section

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.6.1 [Increased Costs, Etc.], (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then (iv) is a Defaulting Bank or (v) has failed to consent to a proposed modification, amendment or waiver which pursuant to the Borrowers shall have the right at their option, with terms of Section 10.1 or any other provision of any Loan Document requires the consent of all of the Administrative AgentBanks and with respect to which the Required Banks shall have granted their consent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety (90) days after (vw) receipt of such Bank's notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4.6.1 [Increased Costs, or 11.20(vii)Etc.], (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, Body or (z) receipt 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, Borrower shall be entitled to prepay the Loans 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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank's Commitment of or to have such Bank shall be provided Bank's Commitment replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 10.11 hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided furtherprovided, in further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 3.4 or 4.6.1 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank, it shall be obligated to remove or replace, as the case of an assignment by a Declining Bank under this may be, all Banks that have made similar requests for compensation pursuant to Section 5.4.2, the remaining Bank(s) 3.4 or the replacement bank(s) that is Section 4.6.1 or are the assignees of the Declining Bank shall agree at the time of who have failed to fund such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related feesLoans. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 [Successor Administrative Agent] and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.6.1 [Increased Costs, Etc.], (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, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment Commitments within ninety (90) days after (vx) receipt of such Bank's notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided PROVIDED that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; providedPROVIDED, however, that the Commitment Commitments of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 [Successor Agent] and an Issuing Bank may only be replaced if PROVIDED that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives i)gives notice under Section 4.5.2, Section 5.5.1, 3.4 (LIBO- Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available) or Section 11.20(vii4.6.1 (Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.), (ii) becomes a Defaulting Bank or otherwise does ii)does not fund Revolving Credit Term Loans in breach of its obligations under Section 2.5 or because the making of such Term 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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes iii)becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (v) receipt x)receipt of such Bank's notice under Section 4.5.23.4 (LIBO-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available) or 4. 6.1 (Increased Costs or Reduced Return Resulting from Taxes, 5.5.1Reserves, or 11.20(viiCapital Adequacy Requirements, Expenses, Etc.), (w) the y)the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Term Loans in breach of its obligations under Section 2.5 or because the making of such Term Loans would contravene Law applicable to such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (y) the z)the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, 4.6 (Additional Compensation in the case of an assignment by a Declining Bank under this Section 5.4.2, the remaining Bank(sCertain Circumstances) or the replacement bank(s) that is or are the assignees of the Declining Bank shall agree at the time of such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited9.14 (Successor Agent).

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.6.1 [Increased Costs, Etc.], (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then or (iv) has failed to consent to a proposed modification, amendment or waiver which pursuant to the Borrowers shall have the right at their option, with terms of Section 10.1 or any other provision of any Loan Document requires the consent of all of the Administrative AgentBanks and with respect to which the Super-Majority Required Banks shall have granted their consent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety (90) days after (vx) receipt of such Bank's ’s notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4.6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, as applicable, or (zb) receipt 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'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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank’s Commitment of or to have such Bank shall be provided Bank’s Commitment replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 10.11 hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided furtherprovided, in further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 3.4 or 4.6.1 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank, it shall be obligated to remove or replace, as the case of an assignment by a Declining Bank under this may be, all Banks that have made similar requests for compensation pursuant to Section 5.4.2, the remaining Bank(s) 3.4 or the replacement bank(s) that is Section 4.6.1 or are the assignees of the Declining Bank shall agree at the time of who have failed to fund such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related feesLoans. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 [Successor Administrative Agent] and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.6.1 [Increased Costs, Etc.], (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 any action as contemplated by the Sixth Amendment and the to which consent of the Required Banks is obtained hereunder (such Bank, requested by 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 under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the applicable Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.23.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 4. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers each such Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent and the Borrowers; provided, further, the remaining Banks shall have no obligation hereunder to increase their Revolving Credit Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.Section

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 4.4.2 or Section 11.20(vii)5.6.1, (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 Revolving Credit 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 any action as contemplated by the Sixth Amendment and the to which 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 under Section 11.1.1) requested by PhyMatrix and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers PhyMatrix shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed to prepay the Revolving Credit 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 (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.1, 4.4.2 or 11.20(vii)5.6.1, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Loans in breach of its obligations under Section 2.5 or because the making of such Revolving Credit Loans would contravene Law applicable to such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent and PhyMatrix; provided, further, the remaining Banks shall have no obligation hereunder to increase their Revolving Credit Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.4.2, Section 5.5.14.5.1, or Section 11.20(vii), 10.20(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 under Section 11.1.110.1.1) and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 4.5.23.4.2, 5.5.14.5.1, or 11.20(vii), 10.20(vii) (w) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, (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 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 4.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 4.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 9.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.5.1 [Increased Costs, Etc.], (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, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vx) receipt of such Bank's notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5.5.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided PROVIDED that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; providedPROVIDED, however, that the Commitment Commitment, Revolving Credit Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and an Issuing Bank may only be replaced if PROVIDED that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.6.1 [Increased Costs, Etc.], (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 any action as contemplated by the Sixth Amendment and the to which 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 requested by the consent of the Administrative Agent under Section 11.1.1) Borrower and the consent of the Required Banks is obtained hereunder, or (viv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 [Additional Compensation in Certain Circumstances] 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.Section

Replacement of a Bank. 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 Eleventh 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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at their option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's ’s Commitment within ninety (90) days after (vw) receipt of such Bank's ’s notice under Section 4.5.2, 5.5.1, or 11.20(vii), (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xy) the date of obtaining the consent which such Bank has not approved, or (yz) the date such Bank became subject to the control of an Official Body, (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, howeverfurther, that the Commitment of such Bank shall be provided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Eleventh Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank the Borrowers may terminate such Defaulting Bank's ’s Commitment and reduce the aggregate Commitments of all of the Banks by the amount of such Defaulting Bank's ’s terminated Commitment subject to the provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.NAI-0000000000v6

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.2, Section 5.5.1, 2.12 or Section 11.20(vii)2.13, (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 BankBank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then (iv) is an Impacted Bank or (v) has failed to consent to a proposed modification, amendment or waiver which pursuant to the Borrowers shall have the right at their option, with terms of Section 9.02 or any other provision of any Loan Document requires the consent of all of the Administrative AgentBanks and with respect to which the Majority Banks shall have granted their consent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment (a) within ninety (90) days after (vw) receipt of such Bank's notice under Section 4.5.2, 5.5.12.12, or 11.20(vii)Section 2.13, (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (xBank or provides notice under 2.17(b) the date of obtaining the consent which that such Bank has cannot approvednot fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, (y) the date such Bank became subject to the control of an Official Body, Body or (z) receipt the date such Bank became an Impacted Bank, as applicable, or (b) within ninety (90) days after such Bank has failed to consent to a proposed modification, amendment or waiver, the Borrower may, at its option and in its sole discretion, elect to prepay the Loans 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 in whole (together with all interest accrued thereon and any amounts required under Section 5.5 2.12 and any accrued interest due on such amount and any related fees; provided, however, that the ) and terminate such Bank's Commitment of or to have such Bank shall be provided Bank's Commitment replaced by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative AgentAgent pursuant to Section 8.17(A) hereof; provided, further, that the remaining Banks shall have no obligation hereunder to increase their Commitments; provided furtherprovided, further to the extent the Borrower elects to replace a Bank which gave the Borrower notice under Section 2.12 or 2.13 or which failed to fund a Revolving Credit Loan because the making of such Loans would contravene any Law applicable to such Bank or provides notice under 2.17(b) that such Bank cannot not fund a Revolving Credit Loan in Australian Dollars, British Pounds Sterling, Canadian Dollars or Euros, it shall be obligated to remove or replace, as the case of an assignment by a Declining Bank under this may be, all Banks that have made similar requests for compensation pursuant to Section 5.4.2, the remaining Bank(s) 2.12 or the replacement bank(s) that is Section 2.13 or are the assignees of the Declining Bank shall agree at the time of who have failed to fund such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related feesRevolving Credit Loans. Notwithstanding the foregoing, (i) the Administrative Agent may only be replaced subject to the requirements of Section 10.14 8.09 and an (ii) any applicable 270034751 270134563 Issuing Bank may only be replaced if subject to the requirements that all applicable Letters of Credit which it has issued by such Issuing Bank have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.6.1 [Increased Costs, Etc.], (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, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's ’s Commitment within ninety (90) days after (vx) receipt of such Bank's ’s notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5.6.1 [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 [Additional Compensation in Certain Circumstances] 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 remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.6.1 [Increased Costs, Etc.], (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) causes the Borrower to pay, withhold or indemnify any Taxes or Other Taxes pursuant to Section 5.8, then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, as applicable, or (z) receipt the date such payment of such Bank's Taxes or Issuing Bank's notice under Other Taxes pursuant to Section 2.10.25.8 is due; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 [Additional Compensation in Certain Circumstances] and Section 5.8 [Taxes] 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 [Successor Agent] and an Issuing Bank may only be replaced if provided that all applicable Letters of Credit which it has issued have expired, expired or been terminated or replaced or cash collateral or backup letters of credit shall have been depositedreplaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.24.4 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)5.6.1 [Increased Costs, Etc.], (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), or (iv) causes the Borrower to pay, withhold or indemnify any Taxes or Other Taxes pursuant to Section 5.8, then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to 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 (vw) receipt of such Bank's notice under Section 4.5.24.4 [Euro-Rate Unascertainable, 5.5.1Etc.] or 5. 6.1 [Increased Costs, or 11.20(vii)Etc.], (wx) the date such Bank has become a Defaulting Bank or otherwise has failed to 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 such Bank, (x) the date of obtaining the consent which such Bank has not approved, (y) the date such Bank became subject to the control of an Official Body, as applicable, or (z) receipt the date such payment of such Bank's Taxes or Issuing Bank's notice under Other Taxes pursuant to Section 2.10.25.8 is due; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 5.6 [Additional Compensation in Certain Circumstances] and Section 5.8 [Taxes] 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 reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in the case of 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 assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.Section

Replacement of a Bank. In the event any Bank (i) gives notice under Section 4.5.23.04 [Euro-Rate Unascertainable, Section 5.5.1, Etc.] or Section 11.20(vii)4.06(a) [Increased Costs, Etc.], (ii) becomes a Defaulting Bank or otherwise does not fund Revolving Credit Loans in breach of its obligations under Section 2.5 or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (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 under Section 11.1.1) and the consent of the Required Banks is obtained hereunder, or (v) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at their its option, with the consent of the Administrative Agent, which shall not be unreasonably withheld, to prepay the Loans of such Bank in whole, together with all interest accrued thereon, and terminate such Bank's Commitment within ninety (90) days at any time after (vx) receipt of such Bank's notice under Section 4.5.23.04 [Euro-Rate Unascertainable, 5.5.1Etc.] or Section 4.06(a) [Increased Costs, or 11.20(vii)Etc.], (wy) the date such Bank has become a Defaulting Bank or otherwise has failed to fund Revolving Credit Loans in breach of its obligations under Section 2.5 or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (x) the date of obtaining the consent which such Bank has not approved, (yz) the date such Bank became subject to the control of an Official Body, (z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2as applicable; provided that the Borrowers Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 5.5 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 beprovided by one or more of the remaining Banks or a replacement bank reasonably acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments; provided further, in Commitments or provide the case of 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 Bid Loan of such assignment to the extension of the Expiration Date and the Term Loan Maturity Date (as contemplated by the Sixth Amendment), which agreement shall be set forth in a written instrument delivered and satisfactory to the Borrowers and the Administrative Agent; provided further, in the event none of the Banks or any replacement bank acquire the Commitments of the Defaulting Bank 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 provisions (other than the pro rata provisions) set forth in Section 5.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 5.5 and any accrued interest due on such amount and any related fees. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 10.14 and an Issuing Bank may only be replaced if all applicable Letters of Credit which it has issued have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.Section