Common use of Replacement of Non-Consenting Lender Clause in Contracts

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02 that has been approved by the Required Lenders but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), the consent of one or more Lenders whose consent is required for such proposed change, waiver, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to replace each such non-consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.17(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. In the event a prepayment fee is payable pursuant to Section 2.08(d), any Lender replaced pursuant to this Section 9.02(d) shall be entitled to the prepayment fee to the extent provided in Section 2.08(d) as if such Lender continued to be a Lender hereunder (and without prejudice to the right of any replacement Lender to any prepayment fee).