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 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 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 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 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 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 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 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 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 (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 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 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 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. (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. (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 or a Majority in Interest, as applicable, 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.

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) 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 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 (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 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 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. (a) 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”.

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 SOFR 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 Term 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 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 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 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 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. 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 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, 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 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 ▇▇▇▇▇▇. (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 or a Majority in Interest, as applicable, 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 - 48 - US_Active\121347781\V-16 date of termination, including without limitation, payments due to such Non-Consenting Lender under Sections 3.2 and 3.5.

Replacement of Lenders under Certain Circumstances. (a) 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 prior to the Borrower) no Unmatured Default any such replacement, such Lender shall have occurred and be continuing at taken no action under Section 2.19 so as to eliminate the time continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such replacementnotice of illegality given pursuant to Section 2.18, (iii) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) , all Loans Loans, interest, fees and other amounts owing to such replaced Lender and such replaced Lender’s pro rata portion of all outstanding Reimbursement Obligations, if any, 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 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 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 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, (viii) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative any Agent or any other Lender shall have against the replaced Lender and (ix) the replaced Lender shall cease to be a Lender hereunder. (b) In connection with any proposed amendment, modification, supplement, extension, termination, consent or waiver requiring the consent of all Lenders (such proposed amendment, modification, supplement, extension, termination, consent or waiver, a “Proposed Change”), if the consent of Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 2.20(b) being referred to as a “Non-Consenting Lender”), then, at the Borrower’s request, the Lender that is acting as the Administrative Agent, or any other Lender or affiliate, Related Fund or Control Investment Affiliate of such Lender, or any other bank, financial institution or other entity that is acceptable to the Administrative Agent, provided in each case that such Person (a “Replacement Assignee”) is not a Non-Consenting Lender, shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to such Replacement Assignee all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section 2.20(b), the Non-Consenting Lender’s Revolving Credit Commitment and Revolving Credit Extensions of Credit) for an amount equal to the aggregate outstanding principal balance of all Revolving Loans of such Non-Consenting Lender (and, if such Lender is also the Swing Line Lender, the aggregate outstanding principal balance of all Swing Line Loans of the Swing Line Lender), and such Non-Consenting Lender’s pro rata portion of all outstanding Reimbursement Obligations, if any, and all accrued interest, fees and other Obligations owing or otherwise payable with respect thereto through the date of sale (or such other amounts as may be agreed upon by the Non-Consenting Lender and the Replacement Assignee). In such event, such Non-Consenting Lender agrees to execute an Assignment and Acceptance to reflect such purchase and sale, but regardless of whether such Assignment and Acceptance is executed, such Non-Consenting Lender’s rights hereunder, except rights under Section 10.5 with respect to actions prior to such date, shall cease from and after the date of tender by the Replacement Assignee of the amount of the purchase price.

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 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 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 3.52.19, 2.20(a) or 2.20(c) 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 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, 2.20(a) or 2.20(c), (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 replacementLender or an Agent, 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 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 2.19, 2.20(a) or 2.20(c), as the case may be, 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 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 is affected in the manner described in Section 2.16 (other than with respect to Index Rate Competitive Loans) and as a result thereof any of the actions described in said Section 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 3.3or Swing Line 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 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 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 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 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 15031925\V-9 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, 2.18 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 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 2.18 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 under this Agreement or any other Loan Documents 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 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 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 Packard 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, 5.11 or 5.12 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 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 5.14 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 5.11 or 5.12, (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 relevant Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 5.13 if any LIBOR Rate Eurodollar Loan or Fronted Offshore Revolving Credit 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 13.6 (provided that the Borrower Packard 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 relevant Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 5.11 or 5.12, as the case may be, and (viiiix) in the case of clause (b) above, 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 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 13171960\V-5 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 SECTION 3.5, 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 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.SECTION

Replacement of Lenders under Certain Circumstances. The Borrower Holdings -------------------------------------------------- shall be permitted to (a) replace any Lender which that (ai) defaults in its obligation to make Loans hereunder, (ii) is not capable of receiving payments without any deduction or withholding of United States federal income tax required to make Eurodollar Loans pursuant to Section 3.57.10 or 7.11, (iii) is not required to issue Acceptances under Section 7.10 (unless such Lender complies with Section 5.13) or (iv) in connection with any proposed amendment, modification, supplement or waiver with respect to any of the provisions of the Loan Documents as contemplated in Section 15.1 where such amendment, modification, supplement or waiver has been approved by the Required Lenders (and, if applicable, the Required Prepayment Lenders and/or Majority Facility Lenders) in accordance with such Section, fails to consent to any such proposed action and (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation replace or remove any Lender that requests reimbursement for amounts owing pursuant to Section 3.37.11 or 7.13, in each case with a replacement bank or other financial institutioninstitution and, if the Borrower elects to remove such Lender, terminate such Lender's applicable Revolving Credit Commitment hereunder; provided that (i) such replacement or removal 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 replacementreplacement or removal, (iii) prior to any such replacement or removal pursuant to clause (b) above, such Lender shall have taken no action under Section 7.15 so as to eliminate the continued need for payment of amounts owing pursuant to Section 7.11 or 7.13, (iv) the relevant Borrower shall repay be liable to such replaced Lender under Section 7.12 (as though Section 7.12 were applicable) if any Eurodollar Loan owing to such replaced Lender or Acceptance created by such Lender shall be purchased other than on the last day of the Interest Period or maturity date relating thereto, (v) any such replacement or removal, as the case may be, shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agents or any other Lender shall have against the replaced or removed Lender, (vi) in the case of replacement of a Lender under this Section 7.16, 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, (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 General Administrative Agent, (viviii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 15.6 (provided that the Borrower shall be obligated to pay the no registration and processing fee referred to thereintherein shall be required to be paid in connection therewith), and (viiix) 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 and (viii) 7.11 or 7.13, as the case may be, in respect of any period prior to the date on which such replacement shall not be deemed consummated. If the Borrower elects to be remove a waiver Lender under clause (b) of this Section 7.16 and if such Lender has any rights which the BorrowerLoans outstanding at such time, the consent of the General Administrative Agent or any other and the Required Lenders shall be required to terminate such Lender's Revolving Credit Commitment and in the case of replacement of a non-consenting Lender under clause (a)(iii) of this Section 7.16, the Borrower shall have against replace such Lender within 120 days of such Lender's failure to consent to the replaced Lenderproposed action.

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 any deduction requests reimbursement for amounts owing or withholding of United States federal income tax otherwise delivers a notice pursuant to Section 3.53.07 or 3.10, (b) defaults in its obligation to fund any Loan hereunder, or (bc) canrefuses to approve any amendment or waiver of or consent to departure from, any of the terms or conditions of this Agreement or any of the other Loan Documents; provided, that the Company may not maintain its LIBOR Rate Loans at a suitable Lending Installation demand the replacement of one or more Lenders pursuant to Section 3.3clause (c) holding, in the aggregate, 10% or more of the Total Commitments, in each case, upon at least 30 days' notice to such Lender and the Agent, with a replacement bank or other financial institution; 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 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, (ivd) the Borrower Company shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 3.08 if any LIBOR Rate Adjusted Libor Loan owing to such replaced Lender shall be prepaid (or purchased) 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 replacement, 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 10.05 (provided that the Borrower Company shall be obligated to pay the registration and processing fee referred to therein), (viig) 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 3.07 or 3.10, as the case may be, and (viiih) 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 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 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 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 ▇▇▇▇▇▇. (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”.

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, 2.18 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 relevant 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 replacementreplacement (with such repayment to be effected by cash collateralization on terms acceptable to the replaced Lender in the case of B/As), (ivv) the Parent Borrower or the Canadian Borrower, as the case may be, shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.20 if any LIBOR Rate Eurodollar Loan or B/A owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or Contract Period, as the case may be, 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 46 41 shall be consummated, the relevant 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 relevant 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 (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 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, (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 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 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 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 (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 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 (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 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.SECTION

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 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, (c) becomes a Defaulting Lender, or (d) cannot lend to a Qualified Borrower pursuant to Section 2.1(b), in each case, 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 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) 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 3.5, 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 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 Adjusted Term SOFR pursuant to Section 2.25, cannot maintain its LIBOR Rate SOFR Loans at a suitable Lending Installation Office 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 SOFR 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 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. LEGAL02/41239043v9 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 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, 2.8 or 2.9 or (b) cannot maintain defaults in its LIBOR Rate obligation to make Revolving 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 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.8 or 2.9, (or iv) the replacement bank or financial institution shall purchase, at par) , all Revolving 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, (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 9.6 (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 2.8 or 2.9, 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 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 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 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 (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 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 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 is 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) in the Borrower case of clause (a) above, prior to any such replacement, such Lender shall repay have taken no action under Section 2.19 so as to eliminate the 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 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 2.16 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 (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 (b) cannot maintain with respect to which the Borrower is required to pay any amounts under Section 2.20 or (c) 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 institutionentity; provided 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 financial institution 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, (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 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 Agent, (vivii) the replaced Lender and replacement Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 10.6 (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), (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. (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 ▇▇▇▇▇▇. (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.

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 3.53.11 or 3.12, or gives a notice of illegality pursuant to Section 3.14 or (b) cannot maintain its LIBOR Rate Loans at becomes a suitable Lending Installation pursuant to Section 3.3Non-Consenting 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) solely with respect to clause (a) above, 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) if applicable, prior to any such replacement, such Lender shall not have taken all actions under Section 3.15 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 3.11 or 3.12 or to eliminate any illegality described in a notice of illegality under Section 3.14, (or iv) if applicable, 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) if applicable, the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 3.13 (as though Section 3.13 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, (vvi) if applicable, the replacement bank or financial institution, 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, (vivii) 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 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 consummatedif applicable, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 3.11 or 3.12, 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; 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 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 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 institutioninstitution which has been obtained by the Borrower; 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 (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) 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 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 SOFR 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 Term 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 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.to

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 Primary 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 3.55.12 or 5.13, or gives a notice of illegality pursuant to Section 5.15, 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 taken all actions under Section 5.16 so as to eliminate the Borrower shall repay 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, (or iv) if applicable, 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) if applicable, the Primary 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 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) if applicable, 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) if applicable, the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 12.6 (provided that the Primary 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 Primary Borrower 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 (viiiix) any such replacement shall not be deemed to be a waiver of any rights which the that any 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. (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 SOFR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, 2.16 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 SOFR 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 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 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. (a) 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.

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, 45 40 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 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 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 Borrower 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 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 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 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, 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. (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.

Replacement of Lenders under Certain Circumstances. The Borrower at is own cost and expense 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 (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 2.13 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 2.11 or 2.12, (or iv) the replacement bank or financial institution shall purchase, at par) all , the Term 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, (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 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 2.11 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 -------------------------------------------------- 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, 2.18 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 Borrowers 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 11.6 (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 2.18 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 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 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 (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 each required 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 (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 or such 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 2.17 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 any 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) 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 LIBORSOFR 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 LIBORTerm SOFR 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 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 is otherwise a Defaulting Lender 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 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 (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 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, (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 financial institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative AgentLenders, (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 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 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 (viii) any such replacement shall not be deemed to be a waiver of any rights which that the Borrower, the Administrative Agent Borrower or any other Lender shall have against the replaced Lender▇▇▇▇▇▇.

Replacement of Lenders under Certain Circumstances. The Borrower Packard 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, 5.11 or 5.12 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 5.14 so as to eliminate the Borrower shall repay continued need for payment of amounts owing pursuant to Section 5.11 or 5.12, (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 relevant Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 5.13 if any LIBOR Rate Eurodollar Loan or Fronted Offshore Revolving Credit 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 13.6 (provided that the Borrower Packard 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 relevant Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 5.11 or 5.12, as the case may be, and (viiiix) in the case of clause (b) above, 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 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 3.2, 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 Majority 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 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 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. The Borrower Borrowers 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, 2.15 or (b) cannot maintain its LIBOR Rate Loans at 2.16 or gives a suitable Lending Installation notice of illegality pursuant to Section 3.32.18, (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 not have taken action under Section 2.19 which has eliminated the continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or which has eliminated the illegality referred to in such notice of illegality given pursuant to Section 2.18, (D) the Borrower shall repay (or the replacement bank or financial institution shall purchase, at par) par (or such other amount agreed upon by the replacement financial institution and the replaced Lender), all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivE) 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 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, shall be an Eligible Assignee 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 9.6 (provided that that, if applicable, the Borrower Borrowers 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 Borrowers 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 (viiiI) 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 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 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(a) 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(a), (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(a), as the case may be, 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 3.5, 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.the

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(a) 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 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(a), (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 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(a), as the case may be, 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 reimbursements for amounts owing pursuant to Section 3.52.9, 2.12 or 2.13 or (b) cannot maintain defaults in its LIBOR Rate Loans at a suitable Lending Installation pursuant obligation to Section 3.3make loans under this Agreement, 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 of Event of Default shall have occurred and be continuing at the time of such replacementcontinuing, (iii) with respect to clause (a) hereof, prior to any such replacement, such Lender shall not have eliminated the Borrower shall repay continued need for payments of amounts owing pursuant to Section 2.9, 2.12 and/or 2.13, (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 Borrower Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 Section 2.14 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 9.6 (provided that the Borrower Borrowers or the 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 Borrowers shall pay all additional amounts (amounts, if any) , required pursuant to Section 3.5 2.9, 2.12 and/or 2.13, as the case may be, and (viiiix) in the case of clause (b) above, 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) has demanded compensation from Borrower under Section 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 3.54.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.34.3, 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 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 pay all additional amounts (if any) required pursuant to Section 3.5 4.5 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, 2.17 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 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 Borrower 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 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 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 Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.