Common use of Dissenting Lenders Clause in Contracts

Dissenting Lenders. If a Lender (in this Section 15.14 called a "Dissenting Lender") withholds its consent or its approval following a request of the Borrower as provided in this Agreement and, as a result, the consent of all the Lenders or the Majority Lenders, as the case may be, cannot be obtained in connection with such request, the Borrower may, provided at least 51% of the Lenders based on the amount of the Total Commitment in effect from time to time have consented to such request, by giving notice to each Dissenting Lender and to the Agent within ten (10) days of being advised by the Administrative Agent of whether the Lenders or the Majority Lenders, as the case may be, have consented to such request, designate an alternate lender (which need not be an existing Lender) to purchase an assignment in accordance with Section 16.1.7 of such Dissenting Lender's Commitments and outstanding Loan and Bid Loan and Money Market Loans (which alternative lender shall purchase such assignment prior to the expiry of such ten (10) day delay) provided that no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 15.14 unless said assignment is done on a without warranty basis and unless and until such Dissenting Lender shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loan and Bid Loan and Money Market Loans owing to such Dissenting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Dissenting Lender under this Agreement. Any such alternate lender is subject to the Administrative Agent's prior written approval, such approval not to be unreasonably withheld. Nothing contained herein shall be deemed to obligate any Lender or the Administrative Agent to agree to any such request made by the Borrower.

Dissenting Lenders. If a Lender (in this Section 15.14 11.4 called a "Dissenting Lender") withholds its consent or its approval following a request of the Borrower as provided in this Agreement and, as a result, the consent of all the required Lenders or the Majority Lenders, as the case may be, cannot be obtained in connection with such request, the Borrower may, provided at least 51% of the Lenders based on the amount of the Total Commitment in effect from time to time have consented to such request, by giving notice to each Dissenting Lender and to the Administrative Agent within ten (10) 10 days of being advised by the Administrative Agent of whether the Lenders or the Majority Lenders, as the case may be, have consented to such request, designate an alternate lender (which need not be an existing Lender) to purchase an assignment in accordance with Section 16.1.7 11.2 of such Dissenting Lender's Commitments Commitment and outstanding Loan and Bid Loan and Money Market Loans Advances (which alternative alternate lender shall purchase such assignment prior to the expiry of such ten (10) -day delay) period), provided that the Borrower shall in the manner described above, replace all Lenders that are Dissenting Lenders with respect to the same request of the Borrower and provided further that no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 15.14 11.4 unless said assignment is done on a without warranty basis and unless and until such Dissenting Lender shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loan and Bid Loan and Money Market Loans Outstanding Principal owing to such Dissenting Lender, together with accrued interest thereon to the date of payment of such principal amount Outstanding Principal and all other amounts payable to such Dissenting Lender under this AgreementAgreement (including, without limitation, all losses, costs and expenses suffered or incurred by the Dissenting Lender as a result of complying with this Section 11.4 and all amounts owing under Section 13.12). Any such alternate lender is subject to the Administrative Agent's prior written approval, such approval not to be unreasonably withheld. Nothing contained herein shall be deemed to obligate any Lender or the Administrative Agent to agree to any such request made by the Borrower.to:

Dissenting Lenders. If a If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by this Section 9.02, 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 any such non-consenting Lender or Lenders with one or more persons pursuant to Section 2.19(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended, or the rate reduced, or the time of payment of interest, or fees thereon or other amounts payable hereunder (other than mandatory prepayments) extended, without the consent of such Lender, (ii) in the case of an amendment, waiver or other modification requiring the consent of each Lender or each Lender affected thereby other than clause (viii) above, and (iii) this paragraph may not be amended, waived or otherwise modified in any manner adverse to such Lender without the consent of such Lender (it being understood that, except as set forth in this paragraph, any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders). Notwithstanding anything to the contrary contained in this Section 15.14 called 9.02, the Security Documents and related documents executed by Subsidiaries in connection with this Agreement may be in a "Dissenting Lender") withholds its form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent or its approval following a of the Administrative Agent at the request of the Borrower as provided in this Agreement and, as a result, without the need to obtain the consent of all any other Lender if such amendment or waiver is delivered in order (i) to comply with local Requirements of Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the Lenders other Loan Documents. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the Majority written consent of the Required Lenders, as the case may be, cannot be obtained in connection with such request, Administrative Agent and the Borrower may, provided at least 51% (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of the Lenders based on the amount of the Total Commitment in effect credit from time to time have consented outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the “Additional Extensions of Credit”) to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Credit Exposure and the accrual of interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Required Facility Lenders; provided, that no such amendment shall permit the Additional Extensions of Credit to share ratably with or with preference to the Term Loans in the application of mandatory prepayments without the consent of the Required Facility Lenders under each Facility (other than the Revolving Credit Facility) or otherwise to share ratably with or with preference to the Revolving Credit Exposure without the consent of the Required Facility Lenders under the Revolving Credit Facility. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of a given Class (“Refinanced Term Loans”) with replacement term loans (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate with respect to such request, by giving notice to each Dissenting Lender and to the Agent within ten Replacement Term Loans (10) days of being advised by the Administrative Agent of whether the Lenders or the Majority Lenders, as the case may be, have consented similar interest rate spread applicable to such request, designate an alternate lender (which need Replacement Term Loans) shall not be an existing Lenderhigher than the Applicable Rate for such Refinanced Term Loans (or similar interest rate spread applicable to such Refinanced Term Loans) immediately prior to purchase an assignment in accordance with Section 16.1.7 such refinancing, (c) the Weighted Average Life to Maturity of such Dissenting Lender's Commitments and outstanding Loan and Bid Loan and Money Market Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (which alternative lender shall purchase such assignment except by virtue of amortization or prepayment of the Refinanced Term Loans prior to the expiry time of such ten incurrence) and (10d) day delay) provided that no Lender all other terms applicable to such Replacement Term Loans shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 15.14 unless said assignment is done on a without warranty basis and unless and until such Dissenting Lender shall have received one substantially identical to, or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal less favorable to the aggregate outstanding principal amount Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date of the Loan and Bid Loan and Money Market Term Loans owing in effect immediately prior to such Dissenting Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Dissenting Lender under this Agreement. Any such alternate lender is subject to the Administrative Agent's prior written approval, such approval not to be unreasonably withheld. Nothing contained herein shall be deemed to obligate any Lender or the Administrative Agent to agree to any such request made by the Borrowerrefinancing.