Advanced Medical Optics (EYE)

11.19 Replacements of Lenders Under Certain Circumstances.

The Borrower and, in the case of clause (c) below, the L/C Issuer and the Swing Line Lender shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 3.01, or (b) is affected in the manner described in Section 3.02 and as a result thereof any of the actions described in such Section is required to be taken, or (c) becomes a Defaulting Lender, or (d) becomes a non-consenting Lender as provided below, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Laws, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all or, at the option of the Borrower, in the case of any proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 11.01 requires the consent of all of the Lenders affected, any applicable portion of, Loans and other amounts (other than any reasonably disputed amounts), pursuant to Section 3.01 and 3.04, as the case may be, owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, shall be an Eligible Assignee, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.06 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

If in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (xii), inclusive, of the first proviso of Section 11.01(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace all, but not less than all, of each such non-consenting Lender or Lenders (or, at the option of the Borrower, in the case of any proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 11.01 requires the consent of all of the Lenders affected, any applicable portion of the Loans of such non-consenting Lender or Lenders are repaid in the manner set forth in the immediately preceding paragraph) (so long as all non-consenting Lenders are so replaced or treated) with one or more replacement banks or financial institutions pursuant to this Section 11.19 so long as at the time of replacement, each such replacement bank or financial institution consents to the proposed change, waiver, discharge or termination; provided that, the failure by such non-consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such non-consenting

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Lender and the mandatory assignment of such non-consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to this Section 11.19 shall nevertheless be effective without the execution by such non-consenting Lender of an Assignment and Assumption.