Common use of Replacement Lender Clause in Contracts

Replacement Lender. (a) If any Lender shall make a claim for compensation from the Borrower pursuant to SECTION 4.1 or SECTION 4.3 in an amount materially greater than claims of other Lenders, or if any Lender shall become a Defaulting Lender and remain as such for a period in excess of five (5) Business Days, the Borrower may, provided no Default or Event of Default exists and upon notice to such Lender and the Agent, replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee, except in the case of a Defaulting Lender) pursuant to SECTION 11.2 to one or more other Lenders or Eligible Assignees identified by the Borrower. The Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of replacement (including any amounts payable pursuant to SECTION 4.4), (y) provide appropriate assurances and indemnities (which may include letters of credit) to a Letter of Credit Issuer as the Letter of Credit Issuer may reasonably require with respect to any continuing obligation to purchase participation interests in any Obligations arising under Letters of Credit then outstanding, and (z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender's Commitment and outstanding Obligations. (b) This section shall supersede any provision in SECTION 11.1 or 11.2 to the contrary.

Replacement Lender. (aIf a Lender exercises its rights under Section 12.1(b) If any Lender shall make a claim for compensation from the Borrower pursuant to SECTION 4.1 or SECTION 4.3 in an amount materially greater than claims of other LendersSection 12.3, or if the Borrower is required under Section 6.2(e) to deduct any withholding Taxes in respect of amounts owing to any Lender, or if a Lender shall become becomes a Defaulting Lender and remain as such for a period in excess of five (5) Business DaysLender, the Borrower may, provided no Default or Event of Default exists treating each affected Lender rateably and upon notice in the same manner as other Lenders subject to such Lender and the Agentsimilar circumstances, replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee, except in the case of a Defaulting Lender) pursuant to SECTION 11.2 to reaching satisfactory arrangements with one or more other existing Lenders or Eligible Assignees identified by new Lenders that are acceptable to the Borrower. The Borrower shall Agent, acting reasonably, for the purchase of such Lender’s Commitments as long as (xi) pay such purchasing Lender unconditionally offers in full writing (with copy to the Agent) to purchase all principal, interest, fees of the rights and other amounts owing obligations of the Lender being replaced under this Agreement including all outstanding Loans owed to such Lender through for a purchase price equal to the date of replacement aggregate Loan Indebtedness owed to the Lender being replaced (including any amounts payable pursuant to SECTION 4.4in immediately available funds), (yii) provide appropriate assurances the obligations of the Borrower owing pursuant to Section 6.2(e), Section 12.1 and indemnities (which may include letters of credit) Section 12.3 to a Letter of Credit Issuer as the Letter of Credit Issuer may reasonably require with respect to any continuing obligation to purchase participation interests in any Obligations arising under Letters of Credit then outstanding, and (z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance are paid in full to the Lender being replaced concurrently with such replacement, (iii) all requirements set forth in Article 15 with respect to such Lender's Commitment assignment are complied with, including entering into of an Assignment Agreement and outstanding Obligations. (b) This section shall supersede any provision in SECTION 11.1 or 11.2 the payment by the purchasing Lender to the contraryAgent (for the Agent’s own account) of the assignment fee contemplated in Section 15.1(b).

Replacement Lender. In the event any Lender (a) If any Lender shall make a claim for seeks additional compensation from the Borrower pursuant to SECTION 4.1 any of Sections 3.01 or SECTION 4.3 3.04 or (b) is restricted from making any Loan (other than an Offshore Currency Loan by an Offshore Currency Participating Lender) under this Agreement, or (c) fails to approve any amendment, waiver or consent requested by the Loan Parties pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender (in any such instance, a "Restricted Lender"), so long as the Company has obtained a commitment (in an amount materially greater not less than claims the sum of other Lenders, the Revolving Credit Commitment and the Pro Rata Term Share of the Term Loan of the Restricted Lender) from another Lender or if any Lender shall an Eligible Assignee to become a Defaulting Lender and remain for all purposes hereunder (such Lender referred to as such for a period in excess of five (5) Business Daysthe "Replacement Lender"), the Borrower mayCompany may cause such Restricted Lender to be replaced by, provided no Default or Event of Default exists and upon notice to such Lender assign all its rights and obligations under this Agreement (including its Revolving Credit Commitment and the Agent, replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee, except in the case of a Defaulting LenderLoans) pursuant to SECTION 11.2 Section 10.07, to one or more other Lenders or Eligible Assignees identified by such Replacement Lender that is reasonably acceptable to the BorrowerAdministrative Agent. The Borrower shall (x) pay Such Restricted Lender agrees to execute and to deliver to the Administrative Agent an Assignment and Assumption Agreement with such Replacement Lender as provided in full Section 10.07 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Lender through the date of replacement (including any amounts payable pursuant to SECTION 4.4), (y) provide appropriate assurances and indemnities (which may include letters of credit) to a Letter of Credit Issuer as the Letter of Credit Issuer may reasonably require with respect to any continuing obligation to purchase participation interests in any Obligations arising under Letters of Credit then outstandingRestricted Lender, and (z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced Company shall execute and deliver an Assignment and Acceptance with respect to such Lender's Commitment and outstanding Obligations. (b) This section shall supersede any provision in SECTION 11.1 or 11.2 pay to the contraryAdministrative Agent the processing fee required by Section 10.07 in connection with such assignment.

Replacement Lender. (a) If any Lender shall make a claim for requests compensation from under Section 3.2(a), or if the Borrower is required to pay any amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to SECTION 4.1 or SECTION 4.3 in an amount materially greater than claims of other Lenders, Section 13.8 or if any Lender shall become is a Defaulting Lender and remain as such for or a period in excess of five (5) Business DaysNon-Consenting Lender, then the Borrower may, provided no Default or Event of Default exists at its sole expense and effort, upon notice to such Lender and the Administrative Agent, replace such Lender by causing require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article XII (and with the $3,500 assignment fee being payable by the Borrower)) all of its Commitment interests, rights and obligations under this Agreement and the related Transaction Documents to an Eligible Assignee that shall assume such obligations (without which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all Uniti – Bridge Loan and Security Agreement #97751373v29 other amounts payable to it hereunder and under the other Transaction Documents (including any assignment fee, except amounts under Section 2.7) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ii) in the case of any such assignment resulting from a Defaulting Lenderclaim for compensation under Section 3.2(a) or payments required to be made pursuant to SECTION 11.2 Section 13.8, such assignment will result in a reduction in such compensation or payments thereafter; (iii) such assignment does not conflict with Applicable Law; and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to one the applicable amendment, waiver or more other Lenders or Eligible Assignees identified consent. Each party hereto agrees that (a) an assignment required pursuant to this Section 12.2 may be effected pursuant to an Assignment Agreement executed by the Borrower. The Borrower , the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall (x) pay in full all principalbe deemed to have consented to an be bound by the terms thereof; provided that, interestfollowing the effectiveness of any such assignment, fees and the other amounts owing parties to such Lender through the date of replacement (including any amounts payable pursuant assignment agree to SECTION 4.4), (y) provide appropriate assurances and indemnities (which may include letters of credit) to a Letter of Credit Issuer as the Letter of Credit Issuer may reasonably require with respect to any continuing obligation to purchase participation interests in any Obligations arising under Letters of Credit then outstanding, and (z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect such documents necessary to evidence such assignment as reasonably requested by the applicable Lender's Commitment and outstanding Obligations; provided, further that any such documents shall be without recourse to or warranty by the parties thereto. (b) This section shall supersede any provision in SECTION 11.1 or 11.2 to the contrary.

Replacement Lender. (a) If any Lender shall make a claim for requests compensation from under Section 2.11 or notifies the Borrower of its inability to make, maintain, or fund any Eurodollar Rate Advances pursuant to SECTION 4.1 Section 2.09, or SECTION 4.3 if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 and, in an amount materially greater than claims of other Lenderseach case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.14(a) so as to eliminate such situation, or if any Lender shall become is a Defaulting Lender and remain as such for a period in excess of five (5) Business DaysNon-Consenting Lender, then the Borrower may, provided no Default or Event of Default exists at its sole expense and effort upon notice to such Lender and the Administrative Agent, replace such Lender by causing require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its Commitment interests, rights (without other than its existing rights to payments pursuant to Section 2.11 or Section 2.13) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.07, unless such fee has been waived by the Administrative Agent; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder and under the other Loan Documents (including any assignment fee, except amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued but unpaid interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a Defaulting claim for compensation under Section 2.11 or such Lender) ’s inability to make, maintain or fund Eurodollar Rate Advances pursuant to SECTION 11.2 Section 2.09 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with any applicable Legal Requirement; and (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or release with respect to this Agreement or any other Loan Document has been approved by the Majority Lenders and such agreement, amendment, waiver, consent or release can be effected as a result of such assignment (and, if applicable, one or more other Lenders assignments) contemplated by this Section. A Lender shall not be required to make any such assignment or Eligible Assignees identified delegation if, prior thereto, as a result of a waiver by the Borrower. The Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through or otherwise, the date circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Solely for purposes of replacement (including effecting any amounts payable pursuant assignment involving a Non-Consenting Lender under this Section 2.14 and to SECTION 4.4)the extent permitted under applicable Legal Requirements, (y) provide appropriate assurances each Lender hereby designates and indemnities (which may include letters appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of credit) to a Letter and in the name of Credit Issuer as the Letter of Credit Issuer may reasonably require with respect to any continuing obligation to purchase participation interests in any Obligations arising under Letters of Credit then outstanding, and (z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute to execute, acknowledge and deliver an the Assignment and Acceptance with respect to required hereunder if such Lender's Commitment Lender is a Non-Consenting Lender and outstanding Obligationssuch Lender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. (b) This section shall supersede any provision in SECTION 11.1 or 11.2 to the contrary.

Replacement Lender. If: (a) If a Lender exercises its rights under Section 12.1(a) or Section 12.3; (b) the Borrower is required under Section 6.2(d) to deduct any withholding Taxes in respect of amounts owing to any Lender; (c) any Lender shall make a claim for compensation from withholds its consent to any amendment, consent or determination requested by the Borrower pursuant to SECTION 4.1 which requires the approval of the Lenders and as a consequence thereof such amendment, consent or SECTION 4.3 in an amount materially greater than claims of other Lenders, or if any determination cannot be obtained; or (d) a Lender shall become becomes a Defaulting Lender and remain as such for a period in excess of five (5) Business DaysLender, the Borrower may, provided no Default or Event of Default exists treating each affected Lender rateably and upon notice in the same manner as other Lenders subject to such Lender and the Agentsimilar circumstances, replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee, except in the case of a Defaulting Lender) pursuant to SECTION 11.2 to reaching satisfactory arrangements with one or more other existing Lenders or Eligible Assignees identified by new Lenders that are acceptable to the Borrower. The Borrower shall Agent, acting reasonably, for the purchase of such Lender's Commitments as long as (xi) pay such purchasing Lender unconditionally offers in full writing (with copy to the Agent) to purchase all principal, interest, fees of the rights and other amounts owing obligations of the Lender being replaced under this Agreement including all outstanding Loans owed to such Lender through for a purchase price equal to the date of replacement aggregate Loan Indebtedness owed to the Lender being replaced (including any amounts payable pursuant to SECTION 4.4in immediately available funds), (yii) provide appropriate assurances the obligations of the Borrower owing pursuant to Section 6.2(d), Section 12.1 and indemnities (which may include letters of credit) Section 12.3 to a Letter of Credit Issuer as the Letter of Credit Issuer may reasonably require with respect to any continuing obligation to purchase participation interests in any Obligations arising under Letters of Credit then outstanding, and (z) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance are paid in full to the Lender being replaced concurrently with such replacement, (iii) all requirements set forth in Article 15 with respect to such Lender's Commitment assignment are complied with, including the entering into of an Assignment Agreement and outstanding Obligations. (b) This section shall supersede any provision in SECTION 11.1 or 11.2 the payment by the purchasing Lender to the contraryAgent (for the Agent's own account) of the assignment fee contemplated in Section 15.1(a).

Replacement Lender. Borrowers shall be permitted to replace any Lender that (a) If any Lender shall make a claim requests reimbursement for compensation from the Borrower amounts owing pursuant to SECTION 4.1 Section 2.08 or SECTION 4.3 gives a notice of illegality pursuant to Section 2.10 or (b) defaults in an amount materially greater than claims of other Lendersits obligation to make Loans, or if any Lender shall become with a Defaulting Lender and remain as such for a period in excess of five replacement financial institution; provided that (5i) Business Days, the Borrower may, provided no Default or Event of Default exists shall have occurred and upon notice be continuing at the time of such replacement, (ii) prior to any such replacement, such Lender and shall have taken no action to eliminate the Agent, replace such Lender by causing such Lender to assign its Commitment (without continued need for payment of any assignment fee, except in the case of a Defaulting Lender) amounts owing pursuant to SECTION 11.2 Section 2.08 or to one or more other Lenders or Eligible Assignees identified by eliminate the Borrower. The Borrower illegality referred to in such notice of illegality given pursuant to Section 2.10, (iii) the replacement financial institution shall (x) pay in full purchase, at par, all principal, interest, fees Loans and other amounts owing to such replaced Lender through on or prior to the date of replacement, (iv) the replacement financial institution, if not already a Lender, shall be acceptable to the Administrative Agent in its sole discretion and Administrative Agent shall have received 15 days prior written notice of such replacement, (including any v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.07, (vi) the Borrower shall pay all additional amounts payable (if any) required pursuant to SECTION 4.4)Sections 2.08 or 2.10, (y) provide appropriate assurances and indemnities (which may include letters of credit) to a Letter of Credit Issuer as the Letter case may be, in respect of Credit Issuer may reasonably require with respect any period prior to any continuing obligation to purchase participation interests in any Obligations arising under Letters of Credit then outstandingthe date on which such replacement shall be consummated, and (zvii) release any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Agents, or any other Lender from its obligations under shall have against the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender's Commitment and outstanding Obligations. (b) This section shall supersede any provision in SECTION 11.1 or 11.2 to the contrary.