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.

Appears in 3 contracts

Samples: Senior Secured (FS Investment Corp II), Senior Secured (FS Investment Corp III), Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.)

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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.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC), Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)

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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 Exhibit 10.21 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.

Appears in 1 contract

Samples: Senior Secured (FS Investment CORP)

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