Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination. Each Lender agrees that, if Borrower elects to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such non-consenting Lender to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.
Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.
Dissenting Lenders. Without prejudice to the binding nature of the Resolution Plan on all the Relevant Lenders once it is approved by the Majority Lenders, it is agreed that:
7.1 the Lead Lender shall have the right (but not the obligation) to arrange for buy-out of the Facilities of the Dissenting Lenders at a value that is equal to 85% (eighty five per cent) of the lower of Liquidation Value or Resolution Value, in accordance with the following terms:
(a) the Liquidation Value shall be computed in the manner set out in the IBC (and such relevant provisions of the IBC are incorporated herein by reference, on a mutuatis mutandis basis). The valuers shall be appointed by the Lead Lender. For the avoidance of doubt, it is clarified that the Liquidation Value shall be calculated with reference to the security (including ranking thereof) held by the relevant Dissenting Lender;
(b) the Liquidation Value and the Resolution Value shall be disclosed to all the Relevant Lenders as a part of the proposed Resolution Plan;
(c) such right must be exercised by issuing a written notice to the relevant Dissenting Lenders within 30 (thirty) days of approval of the Resolution Plan;
(d) such assignment/transfer shall take place in accordance with the Applicable Laws;
(e) if the Lead Lender exercises the right to buy such Facilities (whether itself or by any other Lender or any other person), then the relevant Dissenting Lender shall be obligated to sell its Facilities at the value set out above; and
(f) The Lead Lender may exercise such right in respect of all or any of the Dissenting Lenders, as deemed fit by the Lead Lender in the prevailing facts and circumstances.
7.2 if the Lead Lender has not exercised its right to arrange for buy-out of the Dissenting Lenders in accordance with Clause 7.1 above, one or more of the Dissenting Lenders shall have the right (but not the obligation) to arrange for buy-out of the Facilities of all the other Relevant Lenders at a value that is equal to 125% (one hundred twenty five per cent) of the higher of the Liquidation Value or the Resolution Value, in accordance with the following terms:
(a) the Liquidation Value shall be computed in the manner set out in Clause 7.1 above;
(b) the Liquidation Value and the Resolution Value shall be disclosed as a part of the proposed Resolution Plan;
(c) such right must be exercised by issuing a written notice to the Relevant Lenders within 30 (thirty) days of approval of the Resolution Plan;
(d) such assignment/transfer ...
Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace such non-consenting Lender or Lenders, so long as all non-consenting Lenders are so replaced (or, at the option of Borrower if the respective non-consenting Lenders' consent is required with respect to less than all Classes of Loans (or related Commitments), to replace only the Commitments and/or Loans of the respective non-consenting Lender that gave rise to the need to obtain such Lender's individual consent), with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.
Dissenting Lenders. If a Lender fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders have consented, then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and Assumption(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Assumption if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (including any amount payable pursuant to Section 2.13).
Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided, however that in the case of any proposed change, waiver, discharge or termination of the provisions of this Agreement for which the definition of “Required Lenders” specifies a percentage greater than 50.1% and in respect of which Lenders having Revolving Credit Exposure, Loans in respect of Incremental Extensions of Credit (if any) and unused Revolving Commitments representing 50.1% or more of the sum of the total Revolving Credit Exposure and unused Revolving Commitments in respect of Incremental Extensions of Credit (if any) have voted in favor but the consent of one or more such other Lenders whose consent is required to obtain the applicable percentage is not obtained, then the Borrower shall have the right to replace such non-consenting Lender or Lenders with one or more persons pursuant to Section 2.16(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.”
Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 215
Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination. Each Lender agrees that if it is replaced pursuant to this Section 10.02(d), it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase; provided that the failure of any Lender replaced pursuant to this Section 10.02(d) to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid.
Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section10.02(b), the consent of the Required Lenders (or, in the case of a consent, waiver or amendment involving all affected Lenders of a certain Class, the Required Class Lenders) is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.
Dissenting Lenders. If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided, however, that Borrowers shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to paragraph (iii) of Section 10.02(b); provided further that each replaced Lender receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.
