Common use of Dissenting Lender Clause in Contracts

Dissenting Lender. Notwithstanding anything to the contrary contained in this Section 10.02, in the event that the Company requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders or all of the Lenders under a particular Facility and such modification or amendment is agreed to by the Required Lenders, then with the consent of the Company and the Required Lenders, the Company and the Required Lenders shall be permitted to amend this Agreement without the consent of the Lender or Lenders that did not agree to the modification or amendment requested by the Company (such Lender or Lenders, collectively the “Dissenting Lenders”) to provide (subject to the payment of the Obligations to the Dissenting Lenders as described in clause (iii) below) for (i) the termination of the Revolving Commitment of each of the Dissenting Lenders, (ii) the addition to this Agreement of one or more other financial institutions, or an increase in the Revolving Commitment or Term Loans of one or more of the Required Lenders (with the written consent thereof), so that the aggregate Revolving Commitments and Term Loans after giving effect to such amendment shall be in the same amount as the aggregate Revolving Commitments and Term Loans immediately before giving effect to such amendment, (iii) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Required Lender or Lenders, as the case may be, as may be necessary to repay in full in cash, at par, the outstanding Obligations of the Dissenting Lenders immediately before giving effect to such amendment and (iv) such other modifications to this Agreement as may be appropriate to effect the foregoing clauses (i), (ii) and (iii).

Dissenting Lender. Notwithstanding anything If any Lender shall inform the Agent that such Lender (“Dissenting Lender”) will not consent to, or otherwise agree with, any consent, waiver, amendment, supplement or other modification of any provisions of this Agreement or any other Loan Document, or that such Dissenting Lender will not otherwise agree with the decisions made by the Purchasing Lender (as defined below), the Lenders, the Agent and the Borrower hereby agree that BNPP (or any successor Agent pursuant to the contrary contained terms hereof) in this Section 10.02its individual capacity as a Lender (the “Purchasing Lender”) may, in but shall not be obligated to, with the event that the Company requests that this Agreement be modified or amended in a manner that would require the unanimous consent of Borrower’s consent, (a) purchase all of the Lenders Dissenting Lenders’ rights and obligations under the Loan Documents pursuant to an assignment substantially in the form of Exhibit 12.3.1 or all of the Lenders under a particular Facility and in such modification or amendment is other form as may be agreed to by the Required Lenders, then with the consent parties thereto for cash consideration equal to 100% of the Company outstanding Advances, interest, fees and the Required Lendersother amounts then accrued but unpaid to such Dissenting Lender, the Company and the Required Lenders shall be permitted to amend this Agreement without the consent (b) assume all obligations of the Dissenting Lender or Lenders that did not agree to under the modification or amendment requested by the Company (such Lender or Lenders, collectively the “Dissenting Lenders”) to provide (subject to the payment of the Obligations Loan Documents which obligations as to the Dissenting Lenders Lender shall be terminated as described in clause of such date, and (iiic) below) for (i) the termination of the Revolving Commitment of each of the Dissenting Lenders, (ii) the addition to this Agreement of one or more other financial institutions, or an increase in the Revolving Commitment or Term Loans of one or more of the Required Lenders (comply with the written consent thereof), so that the aggregate Revolving Commitments and Term Loans after giving effect requirements of Section 12.3 applicable to such amendment shall be in the same amount as the aggregate Revolving Commitments and Term Loans immediately before giving effect to such amendment, (iii) if any Loans are outstanding at the time of such amendmentassignments; provided that, the making Borrower’s consent required under this Section shall not be unreasonably withheld and shall not be required if an Event of such additional Loans by such new financial institutions or Required Lender or Lenders, as the case may be, as may be necessary to repay in full in cash, at par, the outstanding Obligations of the Dissenting Lenders immediately before giving effect to such amendment Default has occurred and (iv) such other modifications to this Agreement as may be appropriate to effect the foregoing clauses (i), (ii) and (iii)is continuing.

Dissenting Lender. Notwithstanding anything If any Lender shall inform the Agent that such Lender ("Dissenting Lender") will not consent to, or otherwise agree with, any consent, waiver, amendment, supplement or other modification of any provisions of this Agreement or any other Loan Document, or that such Dissenting Lender will not otherwise agree with the decisions made by the Purchasing Lender (as defined below), the Lenders, the Agent and the Borrower hereby agree that CLNY (or any successor Agent pursuant to the contrary contained terms hereof) in this Section 10.02its individual capacity as a Lender (the "Purchasing Lender") may, in but shall not be obligated to, with the event that the Company requests that this Agreement be modified or amended in a manner that would require the unanimous consent of Borrower's consent, (a) purchase all of the Lenders Dissenting Lenders' rights and obligations under the Loan Documents pursuant to an assignment substantially in the form of Exhibit 12.3.1 or all of the Lenders under a particular Facility and in such modification or amendment is other form as may be agreed to by the Required Lenders, then with the consent parties thereto for cash consideration equal to 100% of the Company outstanding Advances, interest, fees and the Required Lendersother amounts then accrued but unpaid to such Dissenting Lender, the Company and the Required Lenders shall be permitted to amend this Agreement without the consent (b) assume all obligations of the Dissenting Lender or Lenders that did not agree to under the modification or amendment requested by the Company (such Lender or Lenders, collectively the “Dissenting Lenders”) to provide (subject to the payment of the Obligations Loan Documents which obligations as to the Dissenting Lenders Lender shall be terminated as described in clause of such date, and (iiic) below) for (i) the termination of the Revolving Commitment of each of the Dissenting Lenders, (ii) the addition to this Agreement of one or more other financial institutions, or an increase in the Revolving Commitment or Term Loans of one or more of the Required Lenders (comply with the written consent thereof), so that the aggregate Revolving Commitments and Term Loans after giving effect requirements of Section 12.3 applicable to such amendment shall be in the same amount as the aggregate Revolving Commitments and Term Loans immediately before giving effect to such amendment, (iii) if any Loans are outstanding at the time of such amendmentassignments; provided that, the making Borrower's consent required under this Section shall not be unreasonably withheld and shall not be required if an Event of such additional Loans by such new financial institutions or Required Lender or Lenders, as the case may be, as may be necessary to repay in full in cash, at par, the outstanding Obligations of the Dissenting Lenders immediately before giving effect to such amendment Default has occurred and (iv) such other modifications to this Agreement as may be appropriate to effect the foregoing clauses (i), (ii) and (iii)is continuing.

Dissenting Lender. Notwithstanding anything to the contrary contained in this Section 10.02, in the event that the Company requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders or all of the Lenders under a particular Facility and such modification or amendment is agreed to by the Required Lenders, then with the consent of the Company and the Required Lenders, the Company and the Required Lenders shall be permitted to amend this Agreement without the consent of the Lender or Lenders that did not agree to the modification or amendment requested by the Company (such Lender or Lenders, collectively the “Dissenting Lenders”) to provide (subject to the payment of the Obligations to the Dissenting Lenders as described in clause (iii) below) for (i) the termination of the Revolving Commitment of each of the Dissenting Lenders, (ii) the addition to this Agreement of one or more other financial institutions, or an increase in the Revolving Commitment or Term Loans of one or more of the Required Lenders (with the written consent thereof), so that the aggregate Revolving Commitments and Term Loans after giving effect to such amendment shall be in the same amount as the aggregate Revolving Commitments and Term Loans immediately before giving effect to such amendment, (iii) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Required Lender or Lenders, as the case may be, as may be necessary to repay in full in cash, at par, the outstanding Obligations of the Dissenting Lenders immediately before giving effect to such amendment and (iv) such other modifications to this Agreement as may be appropriate to effect the foregoing clauses (i), (ii) and (iii). Notwithstanding the foregoing, (x) additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Company may be released from, the Guarantee and Collateral Agreement and the Collateral Documents in accordance with the provisions thereof without the consent of the other Loan Parties party thereto or the Required Lenders, (y) the Administrative Agent and the Company may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document and (z) this Agreement and the other Loan Documents may be amended as set forth in Sections 2.06(d), 2.17 and 2.20 subject only to the contents described therein.