Common use of Replacement of Lenders under Certain Circumstances Clause in Contracts

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Fixed Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) has demanded compensation from Borrower under Section 3.1 or 3.2, or (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.33.3 or (d) either voted against or failed to respond to any written request made by the Administrative Agent seeking approval of any amendment to or waiver of any provision of this Agreement, if at least the Required Lenders voted in favor of such proposed amendment or waiver or (e) is a Defaulting Lender; with a replacement bank or other financial institution; , provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a LenderLender or not an Eligible Assignee, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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) par all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the LIBOR Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.54.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.34.6, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.54.5, or (b) cannot maintain its LIBOR Rate Loans Borrowings at a suitable Lending Installation Office pursuant to Section 3.34.6, with a replacement bank or other financial institutioninstitution or (c) becomes a Defaulting Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement bank or institution shall purchase at par all Loans and the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and repay other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Loan Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to thereintherein and the replaced Lender’s consent shall not be required), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction which requests reimbursement for amounts owing pursuant to Sections 2.13 or withholding of United States federal income tax 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 3.52.14, or (b) cannot maintain which is affected in the manner described in Section 2.12 and as a result thereof any of the actions described in said Section is required to be taken, (c) which defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institutioninstitution or (d) which is a Declining Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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) ), without duplication, all Loans Loans, participations in LC Disbursements and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.15 if any LIBOR Rate outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.54.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.34.6, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.19 or 2.20 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at hereunder (a suitable Lending Installation pursuant to Section 3.3“Defaulting Lender”), with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 (as though Section 2.21 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.18 or 2.19 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19, (iv) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) all Loans and other amounts (including accrued interest and fees) owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.20 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein)10.6, (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.18 or 2.19, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction that requests reimbursement for amounts owing pursuant to Sections 2.13 or withholding of United States federal income tax 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 3.52.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender or a Downgraded Lender, or (bd) canthat does not maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant consent to Section 3.3an amendment or waiver that requires the consent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) , all Loans Loans, and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.15 if any LIBOR Rate outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures reasonably agreed to by the Borrower and the Administrative Agent (which may include a deemed assignment), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or 2.18 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.17 or 2.18, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.16 or 2.17 or (b) cannot maintain its LIBOR Rate Loans at becomes a suitable Lending Installation pursuant to Section 3.3Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.20 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.16 or 2.17, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.18 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.16 or 2.17, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 (as though Section 2.19 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Parent Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.19 or 2.20, or (b) canbecomes a Defaulting Lender or (c) does not maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant consent to Section 3.3any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and pay all other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the relevant Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the relevant Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Parent Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax that requests reimbursement for amounts owing pursuant to Section 3.52.15, or (b) cannot maintain with respect to which the Borrower is required to pay any amounts under Sections 2.16 or 2.18, (c) that defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation hereunder or (d) that fails to approve any amendment which, pursuant to Section 3.310.1, requires the approval of each Lender, provided, that such amendment is approved by at least the Majority Lenders, with a replacement bank financial institution or other financial institutionentity; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default with respect to a condition described in clause (a) or (after notice thereof b) above, prior to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of any such replacement, such replaced Lender shall have taken no action under Section 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.15, 2.16, or 2.18 (iii) the Borrower shall repay (replacement financial institution or the replacement bank or institution other entity shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Rate Eurodollar Loan to the Borrower owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (v) the replacement bank financial institution or institutionother entity, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and otherwise an Eligible Assignee, (vi) the replaced Lender and replacement Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.7 (including, without limitation, obtaining the consents provided for therein) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.15, 2.16 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viii) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax that requests reimbursement for amounts owing pursuant to Section 3.52.15, (b) with respect to which the Borrower is required to pay any amounts under Sections 2.16 or 2.18, (c) that defaults in its obligation to make Loans hereunder, (d) any Non-Extending Lender pursuant to Section 2.22, or (be) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation that fails to approve any amendment which, pursuant to Section 3.310.1, requires the approval of each Lender, provided, that such amendment is approved by at least the Majority Lenders, with a replacement bank financial institution or other financial institutionentity; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default with respect to a condition described in clause (a) or (after notice thereof b) above, prior to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of any such replacement, such replaced Lender shall have taken no action under Section 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.15, 2.16, or 2.18 (iii) the Borrower shall repay (replacement financial institution or the replacement bank or institution other entity shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Rate Eurodollar Loan to the Borrower owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (v) the replacement bank financial institution or institutionother entity, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and otherwise an Eligible Assignee, (vi) the replaced Lender and replacement Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.7 (including, without limitation, obtaining the consents provided for therein) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.15, 2.16 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viii) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower DW Animation shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.16 or 2.17 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Revolving Credit Loans at a suitable Lending Installation pursuant to Section 3.3or Swingline Loans hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower DW Animation shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower DW Animation shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.18 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower DW Animation shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower DW Animation shall pay all additional amounts (if any) required pursuant to Section 3.5 2.16 or 2.17, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerDW Animation, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have under this Agreement.

Replacement of Lenders under Certain Circumstances. The Borrower IBM and IBMCLLC shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement pursuant to Section 3.52.17 or 2.18, or (b) cannot maintain its LIBOR Rate Loans at is affected in the manner described in Section 2.16 and as a suitable Lending Installation pursuant result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 3.311.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower IBM and IBMCLLC shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower IBM and IBMCLLC shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate Eurodollar Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.8 (provided that the Borrower IBM and IBMCLLC shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower IBM and IBMCLLC shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerIBM, IBMCLLC, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.54.5, or (b) cannot maintain its LIBOR Rate Loans Borrowings at a suitable Lending Installation Office pursuant to Section 3.34.6, with a replacement bank or other financial institutioninstitution or (c) becomes a Defaulting Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement bank or institution shall purchase at par all Loans and the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and repay other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Loan Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Banks, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to thereintherein and the replaced Lender’s consent shall not be required), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower IBM shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.17 or 2.18 (other than with respect to Index Rate Competitive Loans), or (b) cannot maintain its LIBOR is affected in the manner described in Section 2.16 (other than with respect to Index Rate Loans at Competitive Loans) and as a suitable Lending Installation pursuant result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 3.311.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower IBM shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower IBM shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretothereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.8 (provided that the Borrower IBM shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower IBM shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerIBM, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Kimco shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.11 or 2.12, or (b) cannot maintain is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its LIBOR Rate obligation to make Revolving Credit Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts (other than Competitive Loans) owing to such replaced Lender prior to the date of replacement, (iv) the Borrower applicable Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.13 if any LIBOR Eurocurrency Loan, Money Market Loan or Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Money Market Loan Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and the Issuing Lender, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower Kimco shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower applicable Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 2.11 or 2.12, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the any Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender if it defaulted in its obligation to make Revolving Credit Loans hereunder.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.14 or 2.15(a) or gives a notice of illegality pursuant to Section 2.17 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.18 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a) or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.17, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.16 (as though Section 2.16 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.14 or 2.15(a), as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Borrowers shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Fixed Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the BorrowerBorrowers) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower Borrowers shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.11 or 2.12 or gives a notice of illegality pursuant to Section 2.14 or (b) cannot maintain defaults in its LIBOR Rate Loans at a suitable Lending Installation pursuant obligation to Section 3.3fund its Credit-Linked Deposit Amount hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.11 or 2.12 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.14, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacementreplacement and its Credit-Linked Deposit Amount, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.13 (as though Section 2.13 were applicable) if any LIBOR Rate Loan owing to Credit-Linked Deposit Amount is transferred by such replaced Lender shall be prepaid (or purchased) on a day other than on the last day of the any Interest Period relating theretofor which the applicable Eurodollar Rate has been established, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.11 or 2.12, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable subject to claims for additional payments under Section 4.1 or Section 4.2, (b) requires the Borrower to pay any Indemnified Taxes or additional amounts for the account of receiving payments without any deduction or withholding of United States federal income tax such Lender pursuant to Section 3.54.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.34.6, (d) becomes a Defaulting Lender or (e) has failed to consent to a proposed amendment, waiver or modification that under Section 9.2 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders or the Required Facility Lenders, as applicable, shall have granted their consent, with a replacement bank or other financial institution; provided that (i) such replacement eliminates the circumstances giving rise to such replacement right and does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction which requests reimbursement for amounts owing pursuant to Sections 2.13 or withholding of United States federal income tax 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 3.52.14, or (b) cannot maintain which is affected in the manner described in Section 2.12 and as a result thereof any of the actions described in said Section is required to be taken, (c) which defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institutioninstitution or (d) which is a Declining Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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) ), without duplication, all Loans Loans, participations in LC Disbursements, participating interests in Swingline Loans, Swingline Participation Amounts and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.15 if any LIBOR Rate outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests compensation for amounts owing pursuant to Section 3.52.15 or if the Borrower is required to pay any Non-Excluded Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18, or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at hereunder (or is otherwise a suitable Lending Installation pursuant Defaulting Lender) or (c) refuses to Section 3.3consent to any amendment, with a replacement bank waiver or other financial institutionmodification of any Loan Document requested by the Borrower that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Rate Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderXxxxxx.

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender which that (ai) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or (b2.17(c) cannot maintain its LIBOR Rate Loans at or gives a suitable Lending Installation notice of illegality pursuant to Section 3.32.20, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender (as defined below) with a replacement bank or other financial institution; provided that (iA) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (iiB) no Event of Default under Section 8.1(a) or (after notice thereof to the Borrower8.1(f) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iiiC) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other continued need for payment of amounts owing pursuant to Section 2.17 or 2.17(c) or to eliminate the illegality referred to in such replaced Lender prior notice of illegality given pursuant to the date of replacementSection 2.20, (ivD) [reserved], (E) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.18 (as though Section 2.18 were applicable) if any LIBOR Rate Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiH) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.17(c), as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiI) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Fixed Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institutioninstitution or (c) becomes a Defaulting Lender; provided that (i) such replacement eliminates the circumstances giving rise to such replacement right and does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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) par all Loans and, to the extent due and owing at such time pursuant to the terms hereof, the Borrower shall repay any other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to thereintherein unless paid by the replacement Lender), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) If at any time (i) the Borrower becomes obligated to pay Indemnified Taxes, additional amounts or indemnity payments described in Section 3.01 or 3.05 as a result of any condition described in such Sections or any Lender ceases to make SOFR Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on one Business Day’s prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is not capable of receiving payments without any deduction or withholding of United States federal income tax posted to Lenders for consent), either (x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 3.510.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that none of the Administrative Agent or any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (by) cannot maintain its LIBOR Rate so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans at a suitable Lending Installation pursuant and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to Section 3.3, with a replacement bank such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or other financial institutionbackstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement does not conflict of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable legal modification, waiver or regulatory requirements affecting amendment of the Lenders, Loan Documents and (ii) no Default in the case of any such replacement as a result of Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future. Any Lender being replaced pursuant to this Section 3.08(a) shall (after notice thereof i) execute and deliver an Assignment and Assumption with respect to such Xxxxxx’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) no Unmatured Default the assignee Lender shall have occurred acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be continuing at paid in full by the time of assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, (iii) if any such Replaceable Lender does not execute and deliver to the Borrower shall repay (or Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the replacement bank or institution shall purchase, at par) all Loans date on which the assignee Lender executes and other amounts owing delivers such Assignment and Assumption to such replaced Lender prior to the date of replacementReplaceable Lender, (iv) the Borrower shall be liable to then such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Replaceable Lender shall be prepaid (or purchased) other than deemed to have executed and delivered such Assignment and Assumption without any action on the last day part of the Interest Period relating thereto, (v) Replaceable Lender. In connection with the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory any Lender pursuant to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of this Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein3.08(a), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional to such Lender such amounts (if any) as may be required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender3.06.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, or (b) canbecomes a Defaulting Lender or (c) does not maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant consent to Section 3.3any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be more than 50% for this purpose) has been obtained), with a replacement bank or other financial institutionlender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (or iv) the replacement bank or institution lender shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 (as though Section 2.19 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or institutionlender, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and, with respect to the replacement of a Revolving Credit Lender, each Issuing Lender (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall consent not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.unreasonably withheld),

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower replacement financial institution shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (ix) in the event the replaced Lender is an Issuing Lender, the outstanding Letters of Credit issued by such replaced Lender shall be replaced and/or cash-collateralized in an amount and manner satisfactory to such replaced Lender and (viiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Fixed Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such anysuch replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, or (d) is a Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections Section 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a LenderLender or an Approved Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and no such replacement bank or financial institution shall be an Ineligible Institution), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Either Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.20 or 2.21 or gives a notice of illegality pursuant to Section 2.23 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred exist and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.24 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.20 or 2.21 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.23, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.22 (as though Section 2.22 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 2.20 or 2.21, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the BorrowerBorrowers, the Administrative Agent, the Canadian Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Borrowers shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.11 or 2.12, or (b) cannot maintain is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its LIBOR Rate obligation to make Revolving Credit Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower applicable Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower applicable Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.13 if any LIBOR Rate Eurodollar Loan, Money Market Loan or CDOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Money Market Loan Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and the Issuing Lender, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower applicable Borrowers shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower applicable Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 2.11 or 2.12, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced LenderLender if it defaulted in its obligation to make Revolving Credit Loans hereunder.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.11 or 2.12, or (b) cannot maintain is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its LIBOR Rate obligation to make Revolving Credit Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Revolving Credit Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.13 if any LIBOR Eurodollar Loan, C/D Rate Loan or Money Market Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Money Market Loan Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and the Issuing Lender, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.8 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.11 or 2.12, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Kimco shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.11 (other than Section 2.11(c)) or 2.12, (b) is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken, (c) becomes a Defaulting Lender, or (bd) candoes not maintain its LIBOR Rate Loans at a suitable Lending Installation consent to any amendment, waiver, supplement or modification to any Loan Document for which the consent of the Required Lenders has been obtained but that requires the consent of additional Lenders pursuant to Section 3.3, with a replacement bank or other financial institutionany Loan Document; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.13 if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower Kimco shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.11 or 2.12, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender if it defaulted in its obligation to make Loans hereunder.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction that requests reimbursement for amounts owing pursuant to Sections 2.13 or withholding of United States federal income tax 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 3.52.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender, a Downgraded Lender, or a Declining Lender, or (bd) canthat does not maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant consent to Section 3.3an amendment or waiver that requires the consent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) ), without duplication, all Loans Loans, participations in LC Disbursements and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.15 if any LIBOR Rate outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures reasonably agreed to by the Borrower and the Administrative Agent (which may include a deemed assignment), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. The Borrower shall have the right to terminate in full the Commitment of each Lender requesting reimbursement pursuant to Section 2.13 or 2.14 by giving notice to the Administrative Agent and such Lender (a “Removed Lender”). On the date of any such termination, such Removed Lender’s Commitment shall terminate and the Borrower shall pay all amounts owed to such Removed Lender hereunder. Upon termination of such Removed Lender’s Commitment in accordance with this Section 2.17, such Removed Lender shall cease to be a party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with this 2.17, the Total Commitments shall be reduced by the amount of such Removed Lender’s Commitment. The termination of the Commitment of a Removed Lender pursuant to this Section 2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the Administrative Agent or any other Lender may have against such Removed Lender or (y) such Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit will be reallocated among the remaining non-Defaulting Lenders in accordance with their respective Percentages upon termination of any such Commitment. Notwithstanding the foregoing, no termination of a Commitment pursuant to this Section 2.17 shall be effective unless the participating interests in Letters of Credit are so reallocated or the Issuing Lenders are otherwise satisfied the existing and future LC Exposure will be covered by the Commitments of the remaining non-Defaulting Lenders and/or cash collateralized by the Borrower.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.14 or 2.15 or gives a notice of illegality pursuant to Section 2.17 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.18 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.14 or 2.15 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.17, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.16 (as though Section 2.16 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (provided that the Borrower replaced Lender shall not be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.14 or 2.15, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5SECTION 2.19, or (b) cannot maintain its LIBOR Fixed Rate Loans at a suitable Lending Installation pursuant to Section SECTION 3.3, with a replacement bank or other financial institution; provided PROVIDED that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections SECTIONS 3.4 and 3.6 3.5 if any LIBOR Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section SECTION 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 SECTION 2.19 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18, or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at hereunder (or is otherwise a suitable Lending Installation pursuant Defaulting Lender) or (c) refuses to Section 3.3consent to any amendment, with a replacement bank waiver or other financial institutionmodification of any Loan Document requested by the Borrower that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower DW Animation shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.13 or 2.14, or (b) canbecomes a Defaulting Lender or (c) does not maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant consent to Section 3.3any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.16 so as to eliminate the Borrower continued need for payment of amounts owing pursuant to Section 2.13 or 2.14, as the case may be, (iv) DW Animation shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (ivv) the Borrower DW Animation shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.15 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower DW Animation shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower DW Animation shall pay all additional amounts (if any) required pursuant to Section 3.5 2.13 or 2.14, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerDW Animation, the Administrative Agent or any other Lender shall have against the replaced LenderLender or that the replaced Lender shall have under this Agreement. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by DW Animation, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.14 or 2.15 or gives a notice of illegality pursuant to Section 2.17 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.18 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.14 or 2.15 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.17, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.16 (as though Section 2.16 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.14 or 2.15, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Borrowers shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or 2.18 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall not have designated a different lending office under subsection 2.20 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.17 or 2.18, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the relevant Borrower or Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 subsection 2.19 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 subsection 10.6 (provided that the relevant Borrower or Borrowers shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the relevant Borrower or Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 subsection 2.17 or 2.18, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the either Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.19 or 2.20 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The -------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or 2.18 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.17 or 2.18, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The -------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.18 or 2.19 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders-------- Requirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall not have eliminated the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.18 or 2.19, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.20 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.18 or 2.19, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) candefaults in its obligation to make Loans hereunder or (c) that shall not maintain its LIBOR Rate Loans at have consented to a suitable Lending Installation pursuant proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by clauses (i), (ii), (iii) and (iv), of the proviso to the second sentence of Section 3.310.1(a) in a circumstance where the Required Lenders have consented to such change, waiver, discharge or termination with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iviii) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 (as though Section 2.21 were applicable) if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (viv) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (viv) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay or to cause the replacement financial institution to pay the registration and processing fee referred to therein), (viivi) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiivii) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Borrowers shall be permitted to replace a Defaulting Lender and any Lender which (aor any participant) is not capable of receiving payments without any deduction that gives notice under Section 2.12(d) or withholding of United States federal income tax requests compensation, reimbursement or other payment pursuant to Section 3.52.13 or Section 16.14 for a reason that is not generally applicable to any other Lender (or participant) or if no other Lender (or participant) is making a request for compensation, reimbursement or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation other payment pursuant to Section 3.3such Sections; provided, with a replacement bank or other financial institution; provided however, that (ia) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersLaw, (iib) no Default or (Event of Default exists prior to or immediately after notice thereof giving effect to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iiic) prior to any such replacement, such Lender (or participant) shall have taken no action for a period of 60 days to eliminate the need for payment of amounts owing pursuant to Section 2.13 or Section 16.14, (d) the Borrower shall repay (or the replacement bank or financial institution shall purchasepurchase or acquire, at par) , all Loans Notes and other amounts owing hereunder and under any other Loan Document to such replaced Lender (or participant) on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ve) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacementLender (or participant), shall be reasonably satisfactory to the Administrative Agent, (vif) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 and 2.13 or Section 16.14, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (viiig) any such replacement shall not be deemed to be a waiver of any rights which the Borrowerprovided hereunder that Borrowers, the Administrative Agent or any other Lender (or participant) shall have against the replaced Lender (or participant), and (h) if such replacement is to become a Lender, such replacement shall be an Eligible Transferee. Such replacement shall be done in accordance with the provisions of Section 14.1; provided, however, that to the extent required to be paid, Borrowers shall be obligated to pay any registration and processing fee referred to therein.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5subsection 2.16 or 2.17 (other than with respect to LIBOR Competitive Loans), or (b) cannot maintain is affected in the manner described in subsection 2.15 (other than with respect to LIBOR Competitive Loans) and as a result thereof any of the actions described in said subsection is required to be taken or (c) defaults in its LIBOR Rate obligation to make Revolving Credit Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 subsection 2.18 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretothereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 subsection 8.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 subsection 2.16 or 2.17, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (ai) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or (b) cannot maintain its LIBOR Rate Loans at 2.18 or gives a suitable Lending Installation notice of illegality pursuant to Section 3.32.20, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender with a replacement bank or other financial institution; provided that (iA) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (iiB) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iiiC) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (D) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivE) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 (as though Section 2.19 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiH) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiI) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.54.5, or (b) cannot maintain its LIBOR Rate Loans Borrowings at a suitable Lending Installation Office pursuant to Section 3.34.6, with a replacement bank or other financial institutioninstitution or (c) becomes a Defaulting Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement bank or institution shall purchase at par all Loans and the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and repay other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Loan Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Bank, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to thereintherein and the replaced Lender’s consent shall not be required), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 (as though Section 2.21 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) has demanded compensation from Borrower under Section 3.1 or 3.2, or (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate RateSOFR Loans at a suitable Lending Installation pursuant to Section 3.33.3 or (d) either voted against or failed to respond to any written request made by the Administrative Agent seeking approval of any amendment to or waiver of any provision of this Agreement, if at least the Required Lenders voted in favor of such proposed amendment or waiver or (e) is a Defaulting Lender; with a replacement bank or other financial institution; , provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate RateTerm SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a LenderLender or not an Eligible Assignee, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower IBM and IBMCLLC shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement pursuant to Section 3.52.17 or 2.18 (other than with respect to Index Rate Competitive Loans), or (b) cannot maintain its LIBOR is affected in the manner described in Section 2.16 (other than with respect to Index Rate Loans at Competitive Loans) and as a suitable Lending Installation pursuant result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 3.311.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower IBM and IBMCLLC shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower IBM and IBMCLLC shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate Eurodollar Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretothereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.8 (provided that the Borrower IBM and IBMCLLC shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower IBM and IBMCLLC shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerIBM, IBMCLLC, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests compensation for amounts owing pursuant to Section 3.52.15 or if the Borrower is required to pay any Non-Excluded Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18, or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at hereunder (or is otherwise a suitable Lending Installation pursuant Defaulting Lender) or (c) refuses to Section 3.3consent to any amendment, with a replacement bank waiver or other financial institutionmodification of any Loan Document requested by the Borrower that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.10 or 2.11 or (b) cannot maintain its LIBOR Rate Loans at any Lender that is a suitable Lending Installation pursuant to Section 3.3Defaulting Lender, with a replacement bank or other financial institution; provided that (i) Lenders with an Aggregate Exposure Percentage equal to at least a 75% are not subject to such increased costs or illegality, (ii) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (iiiii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iiiiv) prior to any such replacement, such Lender shall have taken no action under Section 2.13 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.10 or 2.11, (v) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivvi) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.12 (as though Section 2.12 were applicable) if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvii) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (viviii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.7 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiix) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.10 or 2.11, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiix) any such replacement shall not be deemed to be a waiver of any rights which the that Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of or receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or and (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections Section 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a LenderLender or an Approved Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower IBM and IBMCLLC shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement pursuant to Section 3.52.17 or 2.18, or (b) cannot maintain its LIBOR Rate Loans at is affected in the manner described in Section 2.16 and as a suitable Lending Installation pursuant result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 3.311.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower IBM and IBMCLLC shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower IBM and IBMCLLC shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate Eurodollar Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.8 (provided that the Borrower IBM and IBMCLLC shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower IBM and IBMCLLC shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which 2.17 or 2.18, as the Borrowercase may be, the Administrative Agent or any other Lender shall have against the replaced Lender.and

Replacement of Lenders under Certain Circumstances. The Borrower Borrowers shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax that requests reimbursement for amounts owing pursuant to Section 3.52.15, or (b) cannot maintain with respect to which any Borrower is required to pay any amounts under Sections 2.16 or 2.18, (c) that defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation hereunder or (d) that fails to approve any amendment which, pursuant to Section 3.310.1, requires the approval of each Lender, provided, that such amendment is approved by at least the Majority Lenders, with a replacement bank financial institution or other financial institutionentity; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default with respect to a condition described in clause (a) or (after notice thereof b) above, prior to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of any such replacement, such replaced Lender shall have taken no action under Section 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.15, 2.16, or 2.18 (iii) the Borrower shall repay (replacement financial institution or the replacement bank or institution other entity shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the each Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Rate Eurodollar Loan to such Borrower owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (v) the replacement bank financial institution or institutionother entity, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and otherwise an Eligible Assignee, (vi) the replaced Lender and replacement Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.7 (including, without limitation, obtaining the consents provided for therein) (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 2.15, 2.16 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viii) any such replacement shall not be deemed to be a waiver of any rights which that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22, or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant hereunder or (c) refuses to Section 3.3consent to any amendment, with a replacement bank waiver or other financial institutionmodification of any Loan Document requested by the Borrower that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 (as though Section 2.21 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.7 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is subject to claims for additional payments under Section 4.1 or Section 4.2, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.54.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.34.6 or (d) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement eliminates the circumstances giving rise to such replacement right and does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution and/or terminate the Commitment of, and repay the Loans on a non-pro rata basis, of any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.55.12 or 5.13, or gives a notice of illegality pursuant to Section 5.15, (b) cannot maintain its LIBOR Rate Loans at becomes a suitable Lending Installation pursuant to Section 3.3Defaulting Lender or (c) becomes a Non-Consenting Lender, provided that, with a respect to any such replacement bank financial institution or other financial institution; provided that institutional lender or investor (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof if applicable, prior to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of any such replacement, such Lender has not eliminated the continued need for payment of amounts owing pursuant to Section 5.12 or 5.13 or to eliminate any illegality described in a notice of illegality under Section 5.15, (iii) the Borrower shall repay (or if applicable, the replacement bank financial institution or institution other institutional lender or investor shall purchase, at par) par (plus accrued interest and any premium payable hereunder to the extent required by Section 5.4), all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) if applicable, the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 5.14 (as though Section 5.14 were applicable) if any LIBOR Rate EurocurrencySOFR Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (v) if applicable, the replacement bank financial institution or institutionother institutional lender or investor, if not already a Lender, and the terms and conditions an affiliate of such replacementa Lender or an Approved Fund, shall be reasonably satisfactory to the Administrative Agent, (vi) if applicable, the replaced Lender shall be obligated to make such replacement replacement, without such Lender’s consent, in accordance with the provisions of Section 12.3 12.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummatedif applicable, the Borrower (or, if agreed to by the replacement lender or other institutional lender or investor, such replacement lender or other institutional lender or investor) shall pay all additional amounts (if any) required pursuant to Section 3.5 5.12 or 5.13, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated and any other payment obligations owed to such replaced Lender to the extent such replaced Lender has, in good faith, advised the Borrower (or, if agreed to by the replacement lender, such replacement lender) of the amount of the same in writing, and (viii) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender; provided that in the case of any Assignee in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree.

Replacement of Lenders under Certain Circumstances. The Borrower Notwithstanding any provision to the contrary in this Agreement, the Borrowers shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that that, as to any replacement, (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof prior to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of any such replacement, such Lender shall not have, in accordance with Section 2.23, eliminated the continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or eliminated the illegality referred to in such notice of illegality given pursuant to Section 2.22, (iii) the Borrower shall repay (replacement financial institution or the replacement bank or institution institutions shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 (as though Section 2.21 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (v) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viii) any such replacement shall not be deemed to be a waiver of any rights which that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Borrowers shall be permitted to replace a Defaulting Lender and any Lender which (aor any participant) is not capable of receiving payments without any deduction that gives notice under Section 2.12(d) or withholding of United States federal income tax requests compensation, reimbursement or other payment pursuant to Section 3.52.13 or Section 16.14 for a reason that is not generally applicable to any other Lender (or participant) or if no other Lender (or participant) is making a request for compensation, reimbursement or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation other payment pursuant to Section 3.3such Sections; provided, with a replacement bank or other financial institution; provided however, that (ia) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersLaw, (iib) no Default or (Event of Default exists prior to or immediately after notice thereof giving effect to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iiic) prior to any such replacement, such Lender (or participant) shall have taken no action for a period of 60 days to eliminate the need for payment of amounts owing pursuant to Section 2.13 or Section 16.14, (d) the Borrower shall repay (or the replacement bank or financial institution shall purchasepurchase or acquire, at par) , all Loans Notes and other amounts owing hereunder and under any other Loan Document to such replaced Lender (or participant) on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ve) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacementLender (or participant), shall be reasonably satisfactory to the Administrative Agent, (vif) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 and 2.13 or Section 16.14, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (viiig) any such replacement shall not be deemed to be a waiver of any rights which the Borrowerprovided hereunder that Borrowers, the Administrative Agent or any other Lender (or participant) shall have against the replaced Lender (or participant), and (h) if such replacement is to become a Lender, such replacement shall be an Eligible Transferee. Such replacement shall be done in accordance with the provisions of Section 14.1; provided, however, that to the extent required to be paid, Borrowers shall be obligated to pay any registration and processing fee referred to therein.

Replacement of Lenders under Certain Circumstances. The the Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement pursuant to Section 3.52.17 or 2.18, or (b) cannot maintain its LIBOR Rate Loans at is affected in the manner described in Section 2.16 and as a suitable Lending Installation pursuant result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 3.311.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate EurodollarTerm Benchmark Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.8 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.9 or 2.10, (b) is affected in the manner described in Section 2.8 and as a result thereof any of the actions described in Section 2.8 is required to be taken, or (bc) cannot maintain defaults in its LIBOR Rate Loans at obligations to make a suitable Lending Installation pursuant to Section 3.3, Loan hereunder with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.11 if any LIBOR Rate Eurocurrency Loan or Money Market Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period Period, or the Money Market Rate Period, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 12.6 242 (provided that the Borrower shall be obligated to pay the processing and recordation fee referred to therein), (vii) the replaced Lender shall be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.9 or 2.10, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender if it defaulted in its obligation to make a Loan hereunder.

Replacement of Lenders under Certain Circumstances. The Any -------------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 3.12 or 3.13 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with -------- any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 3.16 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 3.12 or 3.13, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the such Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 3.14 if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 12.6 (provided that the such Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the such Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 3.12 or 3.13, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the such Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.54.5, or (b) cannot maintain its LIBOR Rate Loans Eurocurrency Borrowings at a suitable Lending Installation pursuant to Section 3.34.6, with a replacement bank or other financial institutioninstitution or (c) becomes a Defaulting Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement bank or institution shall purchase at par all Loans and the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and repay other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Loan Eurocurrency Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.14 or 2.15 or gives a notice of illegality pursuant to Section 2.17 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Term Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.18 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.14 or 2.15 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.17, (or iv) the replacement bank or financial institution shall purchase, at par) , all Term Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.16 (as though Section 2.16 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.14 or 2.15, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.54.5, or (b) cannot maintain its LIBOR Rate Eurodollar Loans at a suitable Lending Installation pursuant to Section 3.34.6, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 4.4 and 3.6 4.6 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all additional amounts (if any) required pursuant to Section 3.5 payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Borrowers shall be permitted to replace with a replacement financial institution any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests compensation for amounts owing pursuant to Section 3.52.15 or if a Borrower is required to pay any Non-Excluded Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18, or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at hereunder (or is otherwise a suitable Lending Installation pursuant Defaulting Lender) or (c) refuses to Section 3.3consent to any amendment, with a replacement bank waiver or other financial institutionmodification of any Loan Document requested by the Borrowers that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.17 (as though Section 2.17 were applicable) if any LIBOR Rate Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 and 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced LenderXxxxxx.

Replacement of Lenders under Certain Circumstances. The Parent Borrower shall be permitted to replace any Lender which (a) is not capable requests reimbursement for amounts owing Back to Table of receiving payments without any deduction or withholding of United States federal income tax Contents 40 pursuant to Section 3.5, 2.19 or 2.20 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the relevant Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the relevant Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the LIBOR Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender which that (ai) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or (b) cannot maintain its LIBOR Rate Loans at 2.18 or gives a suitable Lending Installation notice of illegality pursuant to Section 3.32.20, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender (as defined below) with a replacement bank or other financial institution; provided that (iA) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (iiB) no Event of Default under Section 8.1(a) or (after notice thereof to the Borrower8.1(f) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iiiC) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such replaced Lender prior notice of illegality given pursuant to the date of replacementSection 2.20, (ivD) [reserved], (E) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.18(h) (as though Section 2.18(h) were applicable) if any LIBOR Rate Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiH) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiI) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 4.9 or 4.10 (b) cannot maintain either for its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3own account or for the account of any of its participants), with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.9 or 4.10, (iv) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 4.11 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 4.9 or 4.10, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, 3.3 or (d) is a Defaulting Lender with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections Section 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a LenderLender or an Approved Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and no such replacement bank or financial institution shall be an Ineligible Institution), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender which that (ai) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or (b) cannot maintain its LIBOR Rate Loans at 2.18 or gives a suitable Lending Installation notice of illegality pursuant to Section 3.32.20, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender with a replacement bank or other financial institution; provided that that, (iA) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (iiB) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iiiC) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (D) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivE) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 (as though Section 2.19 were applicable) if any LIBOR Rate Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that that, the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiH) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiI) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Xxxxxx. (b) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment requires the agreement of the Supermajority Lenders, all Lenders or all affected Lenders in accordance with the terms of Section 10.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”. 2.23

Replacement of Lenders under Certain Circumstances. The Borrower Company shall be permitted to replace any Lender which (a) is not capable of receiving payments without defaults in its obligation to fund any deduction or withholding of United States federal income tax pursuant Loan hereunder, upon at least 30 days' notice to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3such Lender and the Agent, with a replacement bank or other financial institution; provided, that the Company may not demand the replacement of one or more Lenders holding, in the aggregate, 10% or more of the Total Commitments; and provided that (ia) such replacement does not conflict with any applicable legal law, rule or regulatory requirements affecting the Lendersregulation, or order or decree of any Governmental or Regulatory Authority, (iib) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iiic) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vd) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vie) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.05 (provided that the Borrower Company shall be obligated to pay the registration and processing fee referred to therein), (viif) until such time as such replacement shall be consummated, the Borrower Company shall pay all additional amounts (if any) required pursuant to Section 3.5 3.05 or 3.06, as the case may be, and (viiig) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerCompany, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Borrowers shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 (as though Section 2.19 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The the Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement pursuant to Section 3.52.17 or 2.18, or (b) cannot maintain its LIBOR Rate Loans at is affected in the manner described in Section 2.16 and as a suitable Lending Installation pursuant result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 3.311.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.8 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower Kimco shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.11 or 2.12, or (b) cannot maintain is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Kimco shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower Kimco shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.13 if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower Kimco shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower Kimco shall pay all additional amounts (if any) required pursuant to Section 3.5 2.11 or 2.12, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerKimco, the Administrative Agent or any other Lender shall have against the replaced Lender.Lender if it defaulted in its obligation to make Loans hereunder. ARTICLE III

Replacement of Lenders under Certain Circumstances. The Any -------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 3.12 or 3.13 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders-------- Requirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 3.16 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 3.12 or 3.13, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the such Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 3.14 if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 12.6 (provided that the such Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the such Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 3.12 or 3.13, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the such Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The the Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement pursuant to Section 3.52.17 or 2.18, or (b) cannot maintain its LIBOR Rate Loans at is affected in the manner described in Section 2.16 and as a suitable Lending Installation pursuant result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section 3.311.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans Loans, LC Disbursements and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate EurodollarTerm SOFR Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent and the Issuing Banks, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 11.8 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted by written notice to the Administrative Agent to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) unless reasonable means do not exist for ascertaining LIBOR Base Rate pursuant to Section 2.25, cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, or (d) becomes a Defaulting Lender, (such to-be-replaced Lender, the “Departing Lender”) with a replacement bank or other financial institutioninstitution which has been obtained by the Borrower (which such replacement shall be documented as an assignment of such Departing Lender’s Loans and Commitments hereunder to the replacement lender, at the purchase price set forth in clause (iii) below); provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or and (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Departing Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Departing Lender under Sections Section 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Departing Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a LenderLender or an Approved Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative 107599586\V-16 US_Active\115440519\V-15 Agent (which approval shall be given or withheld not later than five (5) Business Days after the Borrower’s submission of such name and terms and conditions to the Administrative Agent), (vi) subject to the replaced immediately succeeding paragraph the Departing Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent Agent, any Issuing Bank, any Swingline Lender, or any other Lender shall have against the Departing Lender. Each Lender agrees that if it is replaced pursuant to this Section 2.19, it shall execute and deliver to the Administrative Agent, an Assignment Agreement to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the Departing Lender’s Loans are evidenced by Notes) subject to such Assignment Agreement; provided that the failure of any Departing Lender to execute an Assignment Agreement or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Administrative Agent’s Record and the Notes shall be deemed cancelled. Each Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Lender’s attorney-in-fact, with full authority in the place and stead of such Lender and in the name of such Lender, from time to time in the Administrative Agent’s discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment Agreement or other instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Section 2.19. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against any Defaulting Lender.

Replacement of Lenders under Certain Circumstances. The Parent Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.16 or 2.17 or (b) cannot maintain its LIBOR Rate Loans at becomes a suitable Lending Installation pursuant to Section 3.3Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.20 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.16 or 2.17, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and pay all other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the relevant Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.18 if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the relevant Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.16 or 2.17, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the BorrowerBorrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Parent Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR LIBORSOFR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, 3.32.16 or (d) is a Defaulting Lender with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections Section 3.4 and 3.6 if any LIBOR LIBORSOFR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a LenderLender or an Approved Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentAgent (and no such replacement bank or financial institution shall be an Ineligible Institution), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall - 51 - US_ACTIVEActive\121281000\V-110 not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Xxxxxx. (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment or waiver that, pursuant to the terms of Section 8.2, requires the consent of such Lender and with respect to which the Required Lenders have granted their consent, then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and, if not already a Lender or an Approved Bank, the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 12.3, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 3.2 and 3.5. 2.20.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.17 or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, 2.18 with a replacement bank or other financial institution; provided PROVIDED that (ia) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (iib) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iiic) prior to any such replacement, such Lender shall have taken no action under Section 2.20 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.17 or 2.18, (d) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ive) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.19 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vf) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vig) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viih) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.17 or 2.18, as the case may be, and (viiii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction which requests reimbursement for amounts owing pursuant to Sections 2.13 or withholding of United States federal income tax 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 3.52.14, or (b) cannot maintain which is affected in the manner described in Section 2.12 and as a result thereof any of the actions described in said Section is required to be taken or (c) which defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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) ), without duplication, all Loans Loans, participations in LC Disbursements and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.15 if any LIBOR Rate outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.19 or 2.20 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.22 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax that requests reimbursement for amounts owing pursuant to Section 3.52.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22, or (b) cannot maintain that defaults in its LIBOR Rate obligation to make Loans at a suitable Lending Installation pursuant to Section 3.3hereunder, with a replacement bank financial institution or other financial institution(c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.1 that requires the consent of all the Lenders, whose consent shall not have been obtained (each, a “Non-Consenting Lender”), if the consent of the Required Lenders shall have been obtained with respect to such proposed amendment, modification, termination, waiver or consent; provided that that, (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 (as though Section 2.21 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender and (x) if any such Lender is a Non-Consenting Lender, each replacement financial institution shall consent, at the time of assignment, to each matter in respect of which such Non-Consenting Lender did not provide its consent.

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.5, 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) cannot defaults in its obligation to make Loans or maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3Credit Linked Deposit hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement bank or financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.21 (as though Section 2.21 were applicable) if any LIBOR Rate Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Revolving Administrative Agent and the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (provided that the Borrower shall be obligated to pay or to cause the replacement financial institution to pay the registration and processing fee referred to therein), (viiviii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Revolving Administrative Agent, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. . The Borrower shall be permitted to replace any Lender which (a) has demanded compensation from Borrower under Section 3.1 or 3.2, or (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.33.3 or (d) either voted against or failed to respond to any written request made by the Administrative Agent seeking approval of any amendment to or waiver of any provision of this Agreement, if at least the Required Lenders voted in favor of such proposed amendment or waiver or (e) is a Defaulting Lender; with a replacement bank or other financial institution; , provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a LenderLender or not an Eligible Assignee, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Replacement of Lenders under Certain Circumstances. (a) The Borrower Borrowers, at their cost and expense (which, for the avoidance of doubt, may be shared with the replacement institution with such institution’s consent), shall be permitted to replace any Lender, and in the case of a Lender which repay all Obligations of the Borrowers due and owing to such Lender relating to the Loans that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Sections 2.10 or 5.4, (b) is affected in the manner described in Section 3.52.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken, or (bc) cannot maintain its LIBOR Rate Loans at becomes a suitable Lending Installation pursuant to Section 3.3Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Event of Default under Section 11.1 or (after notice thereof to the Borrower) no Unmatured Default 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts pursuant to Sections 2.10, 2.11, 5.4 or 13.5, as the case may be, owing to such replaced Lender prior to the date of replacement, (iv) the Borrower replacement bank or institution, if not already a Lender, an Affiliate of the Lender or Approved Fund, and the terms and conditions of such replacement, shall be liable satisfactory to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating theretoRequired Lenders, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, Lender shall be reasonably satisfactory subject to the Administrative Agentprovisions of Section 13.6(a), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 13.6 (provided that unless otherwise agreed the Borrower Borrowers shall be obligated to pay the registration and processing fee referred to therein), and (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which that the BorrowerBorrowers, the Administrative any Agent or any other Lender shall have against the replaced Lender.. 144

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which that (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax requests reimbursement for amounts owing pursuant to Section 3.52.9 (other than Section 2.9(c)) or 2.10, (b) is affected in the manner described in Section 2.8 and as a result thereof any of the actions described in Section 2.8 is required to be taken, (c) becomes a Defaulting Lender, or (bd) candoes not maintain its LIBOR Rate Loans at a suitable Lending Installation consent to any amendment, waiver, supplement or modification to any Loan Document for which the consent of the Majority Lenders has been obtained but that requires the consent of additional Lenders pursuant to Section 3.3, with a replacement bank or other financial institutionany Loan Document; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the LendersRequirement of Law, (ii) no Default or (after notice thereof to the Borrower) no Unmatured 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 Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.11 if any LIBOR Rate Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 12.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 2.9 or 2.10, as the case may be, and (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced LenderLender if it defaulted in its obligation to make a Loan hereunder.