Common use of Replacement of a Bank Clause in Contracts

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 3.04 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company shall have the right at its option, with the consent of the 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 at any time after (x) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.], (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such Bank. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent].

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4.2 or Section 3.04 [Increased Costs4.5.1, Etc.]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 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 Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) does not approve any action as to which its consent is required (other than the consent of the Administrative Agent under Section 10.1.1) and the consent of the Required Banks is obtained hereunder, (iv) 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 Company Borrowers shall have the right at its 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 at any time within ninety (90) days after (xv) receipt of such Bank's ’s notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4.2 or Section 4.06(a) [Increased Costs, Etc.]4.5.1, (yw) 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 (zx) 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 notice under Sections 2.10.2 or 2.10.3, as applicable; provided that the applicable Borrower Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 4.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the 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 event none of the Banks or any replacement bank acquire the Commitments or provide of the Bid Loan Defaulting Bank the Borrower 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 for the in Section 4.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 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 9.14 [Successor Agent]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 3.04 [LIBOR Unascertainable4.5.2, Etc.] Section 5.5.1, or Section 3.04 [Increased Costs, Etc.]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 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 (iiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrowers shall have the right at its 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 at any time within ninety (90) days after (xv) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable4.5.2, Etc.] 5.5.1, or Section 4.06(a) [Increased Costs, Etc.]11.20(vii), (yw) 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 (zx) 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(z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2; provided that the applicable Borrower Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the 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 Commitments; provided further, in the case of an assignment by a Declining Bank under this Section 5.4.2, the remaining Bank(s) or provide the Bid Loan 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 9.14 [Successor Agent]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 3.04 [LIBOR Unascertainable, Etc.] 3.4.2 or Section 3.04 [Increased Costs, Etc.]4.5, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4.2 or Section 4.06(a) [Increased Costs, Etc.]4.5.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 4.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]and provided that all Letters of Credit 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 3.04 [LIBOR Unascertainable2.9, Etc.] Section 4.4 or Section 3.04 [Increased Costs, Etc.]5.6.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrowers shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (x) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 4.06(a) [Increased Costs, Etc.]5.6.1, (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.6 and any accrued interest due on such amount and any related fees; provided, however, that the Revolving Credit Commitment and any Bid Term Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]10.14 and provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 3.04 [Increased Costs, Etc.]5.6.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrowers and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrowers shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 4.06(a) [Increased Costs, Etc.]5.6.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.6 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]10.14 and provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable4.5.2, Etc.] Section 5.5.1, or Section 3.04 [Increased Costs, Etc.], 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 Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which 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 (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrowers shall have the right at its 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 at any time within ninety (90) days after (xv) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable4.5.2, Etc.] 5.5.1, or Section 4.06(a11.20(vii) [Increased Costs, Etc.], (yw) 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 (zx) 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(z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2; provided that the applicable Borrower Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the 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 event none of the Banks or any replacement bank acquire the Commitments or provide of the Bid Loan 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 9.14 [Successor Agent]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 3.04 3.4 [LIBOR Rate Unascertainable, Etc.] or Section 3.04 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such BankLoans, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time one-hundred twenty (120) days after (x) receipt of such Bank's notice under Section 3.04 3.4 [LIBOR Rate Unascertainable, Etc.] or Section 4.06(a) 4.6.1 [Increased Costs, Etc.], (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such BankLoans, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide (b) to replace such Bank with a lender of its choosing and reasonably acceptable to the Bid Loan of such BankAgent. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent].

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4.2 or Section 3.04 [Increased Costs, Etc.]5.6.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4.2 or Section 4.06(a) [Increased Costs, Etc.]5.6.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.6 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]10.14 and provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 3.04 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrowers shall have the right at its their option, with the consent of the 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 at any time within ninety (90) days after (x) receipt of such Bank's notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 4.06(a) 5.6.1 [Increased Costs, Etc.], (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided PROVIDED that the applicable Borrower Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 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 Bid Term Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 10.14 [Successor Agent]] and PROVIDED that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 3.04 5.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (x) receipt of such Bank's notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 4.06(a) 5.5.1 [Increased Costs, Etc.], (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided PROVIDED that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; providedPROVIDED, however, that the Commitment and any Bid Commitment, Revolving Credit Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 10.14 [Successor Agent]] and PROVIDED that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 3.04 [Increased Costs, Etc.]5.5.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 4.06(a) [Increased Costs, Etc.]5.5.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such Bank. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]10.14 and provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 3.04 [Increased Costs, Etc.]5.6.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 4.06(a) [Increased Costs, Etc.]5.6.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided PROVIDED that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.6 and any accrued interest due on such amount and any related fees; providedPROVIDED, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]10.14 and PROVIDED that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 3.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 3.04 4.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 3.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 4.06(a) 4.5.1 [Increased Costs, Etc.], (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided PROVIDED that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 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 Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such Bank. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent].PROVIDED,

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4 or Section 3.04 [Increased Costs, Etc.]4.6.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrowers shall have the right at its their option, with the consent of the 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 at any time within ninety (90) days after (x) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4 or Section 4.06(a) [Increased Costs, Etc.]4.6.1, (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 4.6 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 may be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]and provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 3.04 [Increased Costs, Etc.]5.6, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (x) receipt of such Bank's ’s notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.]5.6, (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.6 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 10.14 [Successor Agent]] and provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 3.04 [Increased Costs, Etc.]5.6.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 4.06(a) [Increased Costs, Etc.]5.6.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.6 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]10.14 and provided that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4.2 or Section 3.04 [Increased Costs, Etc.]4.5.1, (ii) 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 any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at 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 at any time within ninety (90) days after (xw) receipt of such Bank's ’s notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4.2 or Section 4.06(a) [Increased Costs, Etc.]4.5.1, (yx) the date such Bank 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, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 4.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]and provided that all Letters of Credit 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 3.04 [LIBOR Unascertainable, Etc.] 3.4 or Section 3.04 [Increased Costs, Etc.]4.5.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrowers shall have the right at its their option, with the consent of the 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4 or Section 4.06(a) [Increased Costs, Etc.]4.5.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower -------- Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 4.5 and any accrued interest due on such amount and any related fees; provided, however, that the Revolving Credit Commitment and any Bid Loan of such -------- Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have -------- no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankRevolving Credit Commitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]9.1.4 and provided that all Letters of Credit have -------- expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 3.04 [Increased Costs, Etc.]5.6, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (x) receipt of such Bank's notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 4.06(a) [Increased Costs, Etc.]5.6, (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.6 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 10.14 [Successor Agent].

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 3.04 [Increased Costs, Etc.]5.6.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (x) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 4.4 or Section 4.06(a) [Increased Costs, Etc.]5.6.1, (y) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided PROVIDED that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 5.6 and any accrued interest due on such amount and any related fees; providedPROVIDED, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; providedPROVIDED, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]10.14 and PROVIDED that all Letters of Credit have expired or been terminated or replaced.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 4.4 [LIBOR Euro Rate Unascertainable, Etc.] or Section 3.04 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid any Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (x) receipt of such Bank's ’s notice under Section 3.04 4.4 [LIBOR Euro Rate Unascertainable, Etc.] or Section 4.06(a) 5.6.1 [Increased Costs, Etc.], (y) the date such Bank has failed to fund Revolving Credit Loans or Bid any Loans because the making of such Loans would contravene Law applicable to such Bank, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 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 Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the AgentAgent and, so long as no Event of Default or Potential Default exists, the Borrower; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 10.14 [Successor Agent].

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4 or Section 3.04 [Increased Costs, Etc.]4.6.1, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4 or Section 4.06(a) [Increased Costs, Etc.]4.6.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time -------- of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 4.6 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; fees provided, further, the -------- remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]9.14.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable3.4.2, Etc.] Section 4.5.1, or Section 3.04 [Increased Costs, Etc.], 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 Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which its consent is required (other than the consent of the Administrative Agent under Section 10.1.1) and the consent of the Required Banks is obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrowers shall have the right at its 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 at any time within ninety (90) days after (xv) receipt 59 of such Bank's notice under Section 3.04 [LIBOR Unascertainable3.4.2, Etc.] 4.5.1, or Section 4.06(a10.20(vii) [Increased Costs, Etc.], (yw) 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 (zx) 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(z) receipt of such Bank's or Issuing Bank's notice under Section 2.10.2; provided that the applicable Borrower Borrowers shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 4.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the 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 event none of the Banks or any replacement bank acquire the Commitments or provide of the Bid Loan 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 4.4.3 below; provided that the Borrowers shall prepay the Loans of the Defaulting Bank and any amount required by Section 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 9.14 [Successor Agent]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 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 3.04 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, or (iii) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at its option, with the consent of the 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 at any time within ninety (90) days after (xw) receipt of such Bank's notice under Section 3.04 4.4 [LIBOR Euro-Rate Unascertainable, Etc.] or Section 4.06(a) 5.6.1 [Increased Costs, Etc.], (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 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 Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Agent may only be replaced subject to the requirements of Section 9.14 10.14 [Successor Agent]] and provided that all Letters of Credit have expired or been terminated or replaced so that the Agent is no longer the issuer of or obligated under any Letter of Credit.

Replacement of a Bank. In the event any Bank (i) gives notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4.2 or Section 3.04 [Increased Costs, Etc.]4.5, (ii) does not fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene any Law applicable to such Bank, (iii) does not approve any action as to which consent of the Required Banks is requested by the Borrower and obtained hereunder, or (iiiiv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Company Borrower shall have the right at 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 at any time within ninety (90) days after (xw) receipt of such Bank's ’s notice under Section 3.04 [LIBOR Unascertainable, Etc.] 3.4.2 or Section 4.06(a) [Increased Costs, Etc.]4.5.1, (yx) the date such Bank has failed to fund Revolving Credit Loans or Bid Loans because the making of such Loans would contravene Law applicable to such Bank, (y) the date of obtaining the consent which such Bank has not approved, or (z) the date such Bank became subject to the control of an Official Body, as applicable; provided that the applicable Borrower shall also pay to such Bank at the time of such prepayment any amounts required under Section 4.06 [Additional Compensation in Certain Circumstances] 4.5 and any accrued interest due on such amount and any related fees; provided, however, that the Commitment and any Bid Loan of such Bank shall be provided by one or more of the remaining Banks or a replacement bank acceptable to the Administrative Agent; provided, further, the remaining Banks shall have no obligation hereunder to increase their Commitments or provide the Bid Loan of such BankCommitments. Notwithstanding the foregoing, the Administrative Agent may only be replaced subject to the requirements of Section 9.14 [Successor Agent]and provided that all Letters of Credit have expired, been terminated or replaced or cash collateral or backup letters of credit shall have been deposited.