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 requiring (i) the consent of “each Lender” or “each Lender affected thereby” or (ii) the consent of “two-thirds of the holders of the total Revolving Credit Exposures with respect to the applicable Borrower and unused Subcommitments with respect to such Borrower” that has been approved by the Required Lenders, the consent of one or more Lenders whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is not obtained, or if any Lender shall decline to consent to the addition of a “Borrower” pursuant to Section 9.19, then (so long as no Event of Default has occurred and is continuing with respect to any Borrower) the Borrowers shall have the right, at their sole cost and expense, to replace each such non-consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.19(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge, termination or addition.

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 requiring (i) the consent of “each Lender” or “each Lender affected thereby” or (ii) the consent of “two-thirds of the holders Revolving Credit Exposure and unused Commitments”, the consent of the total Revolving Credit Exposures with respect to the applicable Borrower and unused Subcommitments with respect to such Borrower” that has Required Lenders shall have been approved by the Required Lenders, obtained but the consent of one or more Lenders whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination (each a “Non-Consenting Lender”) is not obtained, or if any Lender shall decline to consent to the addition of a “Borrower” pursuant to Section 9.19, then (so long as no Event of Default has occurred and is continuing with respect to any Borrowercontinuing) the Borrowers Borrower shall have the right, at their its sole cost and expense, to replace each such nonNon-consenting Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.19(b2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge, termination discharge or additiontermination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, waiver or consent, discharge such proposed amendment, waiver or termination to any of the provisions of this Agreement requiring (i) consent requires the consent of “each Lender” or “each Lender affected thereby” or (ii) ”, and the consent of the Required Lenders is obtained (provided, that if the definition of “two-thirds Required Lenders” provides that the threshold for consent of the holders Required Lenders is higher than 50% of the sum of the total Revolving Credit Exposures with respect to the applicable Borrower and unused Subcommitments with respect to Commitments at such Borrower” that has been approved by the Required Lenderstime, and in such case the consent of one or the Lenders having Revolving Credit Exposures and unused Commitments representing more than two-thirds of the sum of the total Revolving Credit Exposures and unused Commitments at such time is obtained, then the consent of the Required Lenders shall be deemed to have been obtained for purposes of this Section 9.02(d)), but the consent of other necessary Lenders is not obtained (any such Lender whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is necessary but not obtained, or if any Lender shall decline obtained being referred to consent to the addition of herein as a “Borrower” pursuant to Section 9.19Non-Consenting Lender”), then (so long as then, provided that no Default or Event of Default has shall have occurred and is continuing with respect to any Borrower) be continuing, the Borrowers Borrower shall have the right, at their its sole cost and expense, to replace each such nonNon-consenting Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.19(b2.17(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge, termination discharge or additiontermination.

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, waiver or consent, discharge such proposed amendment, waiver or termination to any of the provisions of this Agreement requiring (i) consent requires the consent of “each Lender” or “each Lender affected thereby” or (ii) ”, and the consent of the Required Lenders is obtained (provided, that if the definition of “two-thirds Required Lenders” provides that the threshold for consent of the holders Required Lenders is higher than 50% of the sum of the total Revolving Credit Exposures with respect to the applicable Borrower and unused Subcommitments with respect to Commitments at such Borrower” that has been approved by the Required Lenderstime, and in such case the consent of one or the Lenders having Revolving Credit Exposures and unused Commitments representing more than two-thirds of the sum of the total Revolving Credit Exposures and unused Commitments at such time is obtained, then the consent of the Required Lenders shall be deemed to have been obtained for purposes of this Section 9.02(d)), but the consent of other necessary Lenders is not obtained (any such Lender whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is necessary but not obtained, or if any Lender shall decline obtained being referred to consent to the addition of herein as a “Borrower” pursuant to Section 9.19Non-Consenting Lender”), then (so long as then, provided that no Default or Event of Default has shall have occurred and is continuing with respect to any Borrower) be continuing, the Borrowers Borrower shall have the right, at their its sole cost and expense, to replace each such nonNon-consenting Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.19(b2.17(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge, termination discharge or addition.termination. Fidus — Conformed Final Credit Agreement

Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, amendment, consent, discharge waiver or termination to any of the provisions of this Agreement consent requiring (i) the consent of “each Lender” or “each Lender directly and adversely affected thereby” (or phrases of a similar meaning), or (ii) the consent of “two-thirds of the holders of the total Revolving Credit Exposures with respect to the applicable Borrower and unused Subcommitments with respect to such Borrower” that has been approved by the Required LendersCommitments”, the consent of one or more the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is necessary but not obtained, or if any Lender shall decline obtained being referred to consent to the addition of herein as a “Borrower” pursuant to Section 9.19Non-Consenting Lender”), then (so long as no Event of Default has occurred and is continuing with respect to any Borrower) the Borrowers Borrower shall have the right, at their its sole cost and expense, to replace each such nonNon-consenting Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.19(b2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge, termination discharge or additiontermination.

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 requiring (i) the consent of “each Lender” or “each Lender affected thereby” or (ii) the consent of “two-thirds of the holders Revolving Credit Exposure and unused Revolving Commitments”, the consent of the total Revolving Credit Exposures with respect to the applicable Borrower and unused Subcommitments with respect to such Borrower” that has Required Lenders shall have been approved by the Required Lenders, obtained but the consent of one or more Lenders whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination (each a “Non-Consenting Lender”) is not obtained, or if any Lender shall decline to consent to the addition of a “Borrower” pursuant to Section 9.19, then (so long as no Event of Default has occurred and is continuing with respect to any Borrowercontinuing) the Borrowers Borrower shall have the right, at their its sole cost and expense, to replace each such nonNon-consenting Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.19(b2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge, termination discharge or additiontermination.