Common use of Replacement of Banks Clause in Contracts

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or (y) if any Bank (other than the Administrative Agent) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided that:

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or (y) if any Bank (other than the Administrative Agent) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections Section 12.12(b) and 12.17(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank is required required, with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided that:

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or Bank, (y) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in a material amount in excess of those being generally charged by the other Banks or (other than z) in the Administrative Agent) refuses case of a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b13.04(b), if no Default or Event of Default then existsexists or would exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided PROVIDED that:

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks, or (other than z) as provided in Section 13.12(b) in the Administrative Agent) refuses case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(b)Banks, then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existswill exist immediately after giving effect to the respective replacement, to either replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; , provided that:that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans or (b) the outstanding Term Loans of one or more Tranches, the outstanding Term Loans of the respective Tranche or Tranches) of, and in each case (except for the replacement of only the outstanding Term Loans of one or more Tranches of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum (without duplication) of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or, in the case of the replacement of only (I) the Revolving Loan Commitment, the outstanding Revolving Loans or (II) the Term Loans of one or more Tranches, the outstanding Term Loans of such Tranche or Tranches) of the Replaced Bank, (B) except in the case of the replacement of only the outstanding Term Loans of one or more Tranches of a Replaced Bank, an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 3.01 and (y) except in the case of the replacement of only the outstanding Term Loans of one or more Tranches of a Replaced Bank, the respective Issuing Bank an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Revolving Loan Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Replacement of Banks. (xa) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (yb) if upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs materially in excess of those being generally charged by the other Banks or (other than c) in the Administrative Agent) refuses case of a refusal by a Bank to consent to certain one or more proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existsexists (or, in the case of preceding clause (c), no Default or Event of Default will exist immediately after giving effect to such replacement), to either (i) replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferees (it being acknowledged that the Replaced Bank shall be under no obligation to identify or secure the commitment of such Eligible Transferee or Transfereesassist in identifying or securing the commitment of such Eligible Transferee), none of whom shall constitute a Defaulting Bank at the time of such replacement and each of whom shall be reasonably acceptable to the Administrative Agent (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, or (ii) at the option of the Borrower, to replace only (ax) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (by) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Term Loans of the respective Tranche provided by the Replacement Bank; , provided that:that (1) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (I) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in outstanding Letters of Credit and/or (II) the outstanding Term Loans, the Term Loans) of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (a) the Replaced Bank in respect thereof an amount equal to the sum of (i) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche being replaced) of the Replaced Bank, (ii) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (iii) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 3.01, (b) except in the case of the replacement of only the outstanding Term Loans of a Replaced Bank, each Issuing Bank an amount equal to such Replaced Bank's Adjusted RL Percentage (for this purpose, determined as if the adjustment described in clause (i) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (c) except in the case of the replacement of only the outstanding Term Loans of a Replaced Bank, the Swingline Bank an amount equal to such Replaced Bank's Adjusted RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (2) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (1) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (1) and (2) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (i) the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced Bank and (ii) except in the case of the replacement of only outstanding Term Loans of a Replaced Bank, the Adjusted RL Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks). Replacements pursuant to this Section 1.13 shall only be effected by assignments which otherwise meet the applicable requirements of Section 13.04(b).

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or -------------------- Bank, (y) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in a material amount in excess of those being generally charged by the other Banks or (other than z) in the Administrative Agent) refuses case of a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b13.04(b), if no Default or Event of Default then existsexists or would exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided that:: --------

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or Bank, (y) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in a material amount in excess of those being generally charged by the other Banks or (other than z) in the Administrative Agent) refuses case of a refusal by a Bank to consent to certain a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b13.04(b), if no Default or Event of Default then existsexists or would exist after giving effect to such replacement, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided PROVIDED that:

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or (y) if any Bank (other than the Administrative Agent) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b13.12(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided that:: Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 8.16 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes, executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and unless the respective Replaced Bank continues to have outstanding Term Loans (of one or both Tranches of Term Loans), a Capital Expenditure Loan Commitment, outstanding Capital Expenditure Loans and/or a Revolving Loan Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Bank, and (y) the Percentages and Capital Expenditure Commitment Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement.

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) if upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (other than z) in the Administrative Agent) refuses case of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existsexists (or, in the case of preceding clause (z), no Default or Event of Default will exist immediately after giving effect to such replacement), to replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Administrative Agent orAgent, PROVIDED that (i) at the option time of the Borrowerany replacement pursuant to this Section 1.13, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (band with all fees payable pursuant to said Section 13.04(b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided paid by the Replacement Bank; provided that:) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (III) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) the Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (z) the Swingline Bank an amount equal to such Replaced Bank's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank to the Swingline Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced Bank.

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of certain refusals by a Bank (other than the Administrative Agenta Bank whose commitments are terminated in accordance with Section 3.02(b) refuses and/or whose Loans are repaid in accordance with Section 4.01(b)) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existswill exist immediately after giving effect to the respective replacement, to either replace (1) such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or TransfereesTransferees reasonably acceptable to the Administrative Agent, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, or (2) at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) Term Loan Commitment and/or Section 12.17(b) when a consent outstanding Term Loans of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Replaced Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with an identical Commitments and/or Term Loan Commitment or Term Loans of the respective Tranche provided by the Replacement Bank; provided that:that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Commitment and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans or (b) the Term Loan Commitment or outstanding Term Loans of one or more Tranches, the Term Loan Commitment or the outstanding Term Loans of the respective Tranche) of, and in each case (except for the replacement of only the outstanding Term Loan Commitment or the outstanding Term Loans of one or more Tranches of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (without duplication) (A) the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche being replaced) of the Replaced Bank, (B) except in the case of the replacement of only the Term Loan Commitment or the outstanding Term Loans of one or more Tranches of a Replaced Bank, all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 3.01 and (y) except in the case of the replacement of only the Term Loan Commitment or the outstanding Term Loans of one or more Tranches of a Replaced Bank, the Issuing Bank an amount equal to such Replaced

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or (y) if any Bank (other than the Administrative Agent) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then exists, to replace such Bank (the "Replaced Bank") with any other Bank or with one or more Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b13.12(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided that:

Replacement of Banks. (x) If any Bank becomes a Defaulting -------------------- Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being charged by any other Bank or Banks (other than so long as all Banks charging the Administrative Agentsame amounts (based on their percentages of the respective Obligations) refuses of such increased costs are treated in the same manner by the Borrower pursuant to this Section 1.13), or (z) as provided in Section 13.12(b) in the case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement or any other Credit Document which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(b)Banks, then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existswill exist immediately after giving effect to the respective replacement, to either replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank, provided that (i) at the time of any -------- replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and all outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans or (b) the outstanding Term Loans, such outstanding Term Loans) of, and in each case (except for the replacement of only the outstanding Term Loans of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum (without duplication) of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or, in the case of the replacement of only (I) the Revolving Loan Commitment, the outstanding Revolving Loans or (II) the Term Loans, the outstanding Term Loans) of the Replaced Bank, (B) except in the case of the replacement of only the outstanding Term Loans of the respective Replaced Bank, an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (c) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 3.01 and (y) except in the case of the replacement of only the outstanding Term Loans of the respective Replaced Bank, the respective Issuing Bank an amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower due and owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Revolving Loan Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank. Upon the request of the Borrower, the Administrative Agent agrees to use reasonable efforts to assist the Borrower in finding one or more Replacement Banks in circumstances where the Borrower desires to replace one or more Banks for the reasons specified in clauses (x), (y) and/or (z) of the first sentence of this Section 1.13; provided that:that the Borrower hereby acknowledges -------- and agrees that the Administrative Agent is not representing or undertaking that one or more Replacement Banks will actually be found.

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) if upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (other than z) in the Administrative Agent) refuses case of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existsexists (or, in the case of preceding clause (z), no Default or Event of Default will exist immediately after giving effect to such replacement), to either (1) replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Administrative Agent or, or (2) at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Term Loans of the respective Tranche provided by the Replacement Bank; , provided that:that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in outstanding Letters of Credit and/or (b) the outstanding Term Loans of the respective Tranche or Tranches) of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche or Tranches being replaced) of the Replaced Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (III) an amount equal to all accrued, but thereto-

Replacement of Banks. (xi) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (yii) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (other than iii) as provided in Section 13.12(b) in the Administrative Agent) refuses case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(b)Banks, then the Borrower shall have the right, in accordance with the requirements of Section 12.04(b13.04(b), if no Default or Event of Default then existswould exist after giving effect to the respective replacement, to either replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be reasonably acceptable to the Administrative Agent or, at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided provided, however, that:

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (z) in the case of certain refusals by a Bank (other than the Administrative Agenta Bank whose commitments are terminated in accordance with Section 3.02(b) refuses and/or whose Loans are repaid in accordance with Section 4.01(b)) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Sections Section 12.12(b) and 12.17(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existswill exist immediately after giving effect to the respective replacement, to either replace (1) such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or TransfereesTransferees reasonably acceptable to the Administrative Agent, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, or (2) at the option of the Borrower, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans Term Loan Commitment or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Term Loans of the respective Tranche Replaced Bank with an identical Term Loan Commitment or Term Loans provided by the Replacement Bank; provided that:that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire the Commitment and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans or (b) the Term Loan Commitment or outstanding Term Loans, the Term Loan Commitment or the outstanding Term Loans) of, and in each case (except for the replacement of only the outstanding Term Loan Commitment or the outstanding Term Loans of the respective Bank) participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (without duplication) (A) the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche being replaced) of the Replaced Bank, (B) except in the case of the replacement of only the Term Loan Commitment or the outstanding Term Loans of a Replaced Bank, all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 3.01 and (y) except in the case of the replacement of only the Term Loan Commitment or the outstanding Term Loans of a Replaced Bank, the Issuing Bank an amount equal to such Replaced Bank's Adjusted RL Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, the recordation of the assignment in the Register by the Administrative Agent pursuant to Section 12.17 and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 11.06 and 12.01, as the same may be limited by Section 12.15 (to the extent applicable)), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non-Defaulting Bank, the Adjusted RL Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks). Any replacement of a Bank pursuant to this Section 1.13 shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Bank shall have against the Replaced Bank.

Replacement of Banks. (xa) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (yb) if upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs materially in excess of those being generally charged by the other Banks or (other than c) in the Administrative Agent) refuses case of a refusal by a Bank to consent to certain one or more proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existsexists (or, in the case of preceding clause (c), no Default or Event of Default will exist immediately after giving effect to such replacement), to either (i) replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferees (it being acknowledged that the Replaced Bank shall be under no obligation to identify or secure the commitment of such Eligible Transferee or Transfereesassist in identifying or securing the commitment of such Eligible Transferee), none of whom shall constitute a Defaulting Bank at the time of such replacement and each of whom shall be reasonably acceptable to the Administrative Agent (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, or (ii) at the option of the Borrower, to replace only (ax) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (by) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Term Loans of the respective Tranche provided by the Replacement Bank; , provided that:that (1) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (I) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in outstanding Letters of Credit and/or (II) the outstanding Term Loans, the Term Loans) of, and in each case participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (a) the Replaced Bank in respect thereof an amount equal to the sum of (i) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche being replaced) of the Replaced Bank, (ii) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (iii) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 3.01, (b) except in the case of the replacement of only the outstanding Term Loans of a Replaced Bank, each Issuing Bank an amount equal to such Replaced Bank's Adjusted RL Percentage (for this purpose, determined as if the adjustment described in clause (i) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (c) except in the case of the replacement of only the outstanding Term Loans of a Replaced Bank, the Swingline Bank an amount equal to such Replaced Bank's Adjusted RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Bank, and (2) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (1) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (1) and (2) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrower, (i) the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced Bank

Replacement of Banks. (x) If if any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), 1.10(c), 2.06 or 4.04 with respect to any Bank (other than the Agent) which results in any Bank charging to the Borrower materially increased costs in excess of those being generally charged by the other Banks, or (z) if any Bank (other than the Administrative Agent) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then exists, to replace such Bank (other than the Agent 13 CREDIT AGREEMENT except in the case of clause (x), in which case the Agent may be replaced) (the "Replaced BankREPLACED BANK") with any other Bank or with one or more Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank or shall be in default in its obligations to make Loans or fund Unpaid Drawings at the time of such replacement (collectively, the "Replacement BankREPLACEMENT BANKS") reasonably acceptable to the Administrative Agent orAgent, at the option Swingline Bank and each Issuing Bank with outstanding Letters of Credit (unless the Borrower, to replace only (a) the A respective Replacement Bank is not acquiring any Revolving Loan Commitment (and A Revolving Loans outstanding pursuant theretoCommitment), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided that:

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans, (y) if upon the occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrower increased costs in excess of those being generally charged by the other Banks or (other than z) in the Administrative Agent) refuses case of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existsexists (or, in the case of preceding clause (z), no Default or Event of Default will exist immediately after giving effect to such replacement), to replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") and each of whom shall be required to be reasonably acceptable to the Administrative Agent orAgent, provided that (i) at the option time of the Borrowerany replacement pur suant to this Section 1.13, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (band with all fees payable pursuant to said Section 13.04(b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided paid by the Replacement Bank; provided that:) pursuant to which the Replacement Bank shall acquire the entire Revolving Loan Commitment and outstanding Revolving Loans of, and participations in Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Replaced Bank, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (III) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y) each Issuing Bank an amount equal to such Replaced Bank's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Bank to such Issuing Bank and (z) the Swingline Bank an amount equal to such Replaced Bank's RL Percentage of any Mandatory Borrowings to the extent such amount was not theretofore funded by such Replaced Bank to the Swingline Bank and (ii) all obligations of the Borrower due and owing to the Replaced Bank at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Revolving Note executed by the Borrower, the Replacement Bank shall become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced Bank.

Replacement of Banks. (x) If any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) if upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank charging to the Borrowers increased costs in excess of those being generally charged by the other Banks or (other than z) as provided in Section 13.12(b) in the Administrative Agent) refuses case of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(b)Banks, then the Borrower Borrowers shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then existswill exist immediately after giving effect to the respective re- placement, to either replace such Bank (the "Replaced Bank") with any other Bank or with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank at the time of such replacement (collectively, the "Replacement Bank") reasonably acceptable to the Administrative Agent or, at the option of the BorrowerBorrowers, to replace only (a) the A Revolving Loan Commitment (and A Revolving Loans outstanding outstandings pursuant thereto), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, ) of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided in Section 12.12(b13.12(b) and/or Section 12.17(b) when a where the consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Term Loans of such Bank in respect of each Tranche when a where the consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; , provided that:that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Bank shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pur- suant to which the Replacement Bank shall acquire all of the Commitments and outstanding Loans of, and participations in Letters of Credit by (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in Letters of Credit or (b) any Tranche of Term Loans, the outstanding Term Loans of such Tranche), the Replaced Bank and, in connection therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or, in the case of the replacement of only (I) the Revolving Loan Commitment, the outstanding Revolving Loans or (II) any Tranche of the Term Loans, the outstanding Term Loans of such Tranche) of the Replaced Bank, (B) except in the case of the replacement of only outstanding Term Loans of a Replaced Bank, an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Bank, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank (but only with respect to the relevant Tranche or Tranches, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Bank) pursuant to Section 3.01 and (y) except in the case of the replacement of only outstanding Term Loans of a Replaced Bank, BTCo an amount equal to such Replaced Bank's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Bank) of (1) any Unpaid Drawing (which at such time remains an Unpaid Drawing) and (2) any portion of any Swingline Loan for which BTCo has given a notice of a Mandatory Borrowing pursuant to Section 1.01(f) and such Replaced Bank has not provided a Revolving Loan which it was obligated to provide to the extent such amount was not theretofore funded by such Replaced Bank, and (ii) all obli- gations of the Borrowers owing to the Replaced Bank (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concur- rently being, paid or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Bank which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Bank concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed by the Borrowers, (x) the Replacement Bank shall become a Bank hereunder and, unless the respective Replaced Bank continues to have outstanding Term Loans or a Revolving Loan Commitment hereunder, the Replaced Bank shall cease to constitute a Bank hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Bank and (y) in the case of a replacement of a Defaulting Bank with a Non- Defaulting Bank, the Adjusted Percentages of the Banks shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Bank with one or more Non-Defaulting Banks).

Replacement of Banks. (x) If if any Bank becomes a Defaulting Bank or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), 1.10(c), 2.06 or 4.04 with respect to any Bank (other than the Agent) which results in any Bank charging to the Borrower materially increased costs in excess of those being generally charged by the other Banks, or (z) if any Bank (other than the Administrative Agent) refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Sections 12.12(b) and 12.17(bSection 13.12(b), then the Borrower shall have the right, in accordance with Section 12.04(b), if no Default or Event of Default then exists, to replace such Bank (other than the Agent except in the case of clause (x), in which case the Agent may be replaced) (the "Replaced BankREPLACED BANK") with any other Bank or with one or more Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Bank or shall be in default in its obligations to make Loans or fund Unpaid Drawings at the time of such replacement (collectively, the "Replacement BankREPLACEMENT BANKS") reasonably acceptable to the Administrative Agent orAgent, at the option Swingline Bank and each Issuing Bank with outstanding Letters of Credit (unless the Borrower, to replace only (a) the A respective Replacement Bank is not acquiring any Revolving Loan Commitment (and A Revolving Loans outstanding pursuant theretoCommitment), if any, and the B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), if any, of the Replaced Bank with an identical A Revolving Loan Commitment (and A Revolving Loans outstanding pursuant thereto) and/or an identical B Revolving Loan Commitment (and B Revolving Loans outstanding pursuant thereto), in each case provided by the Replacement Bank or (b) in the case of a replacement as provided Section 12.12(b) and/or Section 12.17(b) when a consent of the respective Bank is required with respect to less than all Tranches of its Loans or Commitments, the Commitments and/or outstanding Loans of such Bank in respect of each Tranche when a consent of such Bank would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Bank; provided that: