Common use of Replacement of Holdout Lender Clause in Contracts

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires to replace a Holdout Lender and has a Lender or an Eligible Assignee that is willing to replace the Holdout Lender, Administrative Borrower shall notify Agent and, subject to the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with such Lender or Eligible Transferee.

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall have no not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires Prior to replace a the effective date of such replacement, the Holdout Lender and has a each Replacement Lender or shall execute and deliver an Eligible Assignee that is willing Assignment and Acceptance Agreement, subject only to replace the Holdout LenderLender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Administrative Borrower the Holdout Lender shall notify Agent and, subject be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with such Lender or Eligible Transferee14.1.

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires Prior to replace a the effective date of such replacement, the Holdout Lender and has a each Replacement Lender or shall execute and deliver an Eligible Assignee that is willing to replace the Holdout Lender, Administrative Borrower shall notify Agent andAssignment and Acceptance Agreement, subject only to the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender or Eligible Transferee.shall be deemed to have executed and delivered 118

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall have no not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires Prior to replace a the effective date of such replacement, the Holdout Lender and has a each Replacement Lender or shall execute and deliver an Eligible Assignee that is willing to replace the Holdout Lender, Administrative Borrower shall notify Agent andAssignment and Acceptance Agreement, subject only to the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender or Eligible Transferee.shall be deemed to have executed and delivered such

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires to replace a Holdout Lender and has a Lender or an Eligible Assignee Transferee that is willing to replace the Holdout Lender, Administrative Borrower shall notify Agent and, subject to the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with such Lender or Eligible Transferee.

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires Prior to replace a the effective date of such replacement, the Holdout Lender and has a each Replacement Lender or shall execute and deliver an Eligible Assignee that is willing to replace the Holdout Lender, Administrative Borrower shall notify Agent andAssignment and Acceptance Agreement, subject only to the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with such Lender or Eligible Transferee.being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "Replacement Lender"), and the Holdout Lender shall have no not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires Prior to replace a the effective date of such replacement, the Holdout Lender and has a each Replacement Lender or shall execute and deliver an Eligible Assignee that is willing to replace the Holdout Lender, Administrative Borrower shall notify Agent andAssignment and Acceptance Agreement, subject only to the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Lender or Eligible Transferee.Assignment and Acceptance Agreement prior to the effective date of such

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("a “Holdout Lender"”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days Days’ prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "“Replacement Lender"”), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires Prior to replace a the effective date of such replacement, the Holdout Lender and has a each Replacement Lender or shall execute and deliver an Eligible Assignee that is willing Assignment and Acceptance Agreement, subject only to replace the Holdout LenderLender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, Administrative Borrower the Holdout Lender shall notify Agent and, subject be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with such Lender or Eligible Transferee14.1.

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender ("“Holdout Lender"”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a "“Replacement Lender"”), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. If Administrative Borrower desires to replace a Holdout Lender and has a Lender or an Eligible Assignee Transferee that is willing to replace the Holdout Lender, Administrative Borrower shall notify Agent and, subject to the terms of this Section 14.2, Agent shall use commercially reasonable efforts to replace the Holdout Lender with such Lender or Eligible Transferee.