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

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the total Credit Exposures and unused Commitments”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the aggregate outstanding principal amount of the Loans”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b2.17(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders (or a majority of the Lenders otherwise required for such vote) shall have been obtained but the consent of one or more Lenders (each a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is not obtained, then (so long as no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to replace each such Nonnon-Consenting consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.18(b2.19(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge discharge, termination or terminationaddition.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b2.17(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.. BUSINESS.29745768.5

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b2.16(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consentwaiver or consent to, or discharge or termination to of, any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a “Non-Consenting Lender”) whose consent is required for such proposed change, amendment, waiver, amendment, consent, discharge or termination 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 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the total Credit Exposures and unused Commitments”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 000000000000.00.XXXXXXXX US\20318313.19 more replacement Lenders pursuant to Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b2.178(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of "each Lender" or "each Lender affected thereby," or (ii) the consent of "two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the total Revolving Credit Exposures and unused Commitments", the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “"Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b2.17(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consentwaiver or consent requiring (i) the consent of “each Lender” or “each Lender affected thereby”, discharge or termination to any (ii) the consent of “two-thirds of the provisions holders of this Agreement as contemplated by this Section 9.02the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b2.17(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any consent requiring (i) the consent of “each Lender” or “each Lender affected thereby” or (ii) the consent of “the holders of two-thirds of the provisions of this Agreement as contemplated by this Section 9.02total Credit Exposures and unused Commitments”, the consent of the Required Lenders shall have been obtained is obtained, but the consent of one or more other necessary Lenders is not obtained (each any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a “Non-Consenting 742026061 21680120 Lender”) whose consent is required for such proposed change, waiver, amendment, consent, 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 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is not obtained, then (so long 731105340 11299570 118 Revolving Credit Agreement 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 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.