Replacement of Non-Consenting Lenders. If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 16.2(b) hereof: (i) requiring the consent of all Lenders, the consent of Required Lenders is obtained but the consent of all Lenders whose consent is required is not obtained or (ii) requiring the consent of Required Lenders, the consent of Lenders holding fifty-one percent (51%) or more is obtained but the consent of Required Lenders is not obtained (any Lender withholding consent as described in clause (i) and (ii) hereof being referred to as a “Non-Consenting Lender”), then, so long as the Agent is not a Non-Consenting Lender, the Agent may, at the sole expense of the Loan Parties, upon notice to such Non-Consenting Lender and the Borrower Representative, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section 16.3(a)), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Advances and other Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Loan Parties (in the case of all other amounts).
Replacement of Non-Consenting Lenders. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).
Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided in Section 9.6, if any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans hereunder to one or more assignees reasonably acceptable to the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund); provided, that: (i) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment and (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 shall not be required to effect such assignment.
Replacement of Non-Consenting Lenders. If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (b)(ii), (iii), (v) and (vi) of this Section 10.02, the consent of the Required Lenders is obtained but the consent of one or more of the other Lenders whose consent is required 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 (so long as all non-consenting Lenders are so replaced) with one or more replacement Lenders pursuant to Section 2.17 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 Lenders. (a) If any Lender is a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Clause 26 (Changes to the Parties)), all of its interests, rights and obligations under the Finance Documents to any person that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
Replacement of Non-Consenting Lenders. Any existing Tranche B Term Loan Lender that does not consent to this Amendment shall have been replaced or terminated (or substantially concurrently with the effectiveness of this Amendment shall be replaced or terminated) in accordance with Section 5.17 of the Credit Agreement pursuant to the reallocations contemplated by Section 3 hereof.
Replacement of Non-Consenting Lenders. If any Existing Lender declines or fails to consent to this Restatement Agreement by returning an executed counterpart hereof to the Administrative Agent prior to the Consent Deadline (as defined in Section 5 below), then pursuant to and in compliance with the terms of Section 9.12 of the Credit Agreement, such Existing Lender shall be replaced and its Commitments and/or Advances and other Obligations purchased and assumed by either (x) a New Lender or (y) a Consenting Lender which is willing to increase its Commitments and/or Advances, in each case upon its execution and delivery of this Restatement Agreement (which will also be deemed to be its execution and delivery of an Assignment and Acceptance substantially in the form of Exhibit C to the Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such capacity to all the terms therein applicable to it), such that immediately after giving effect to this Restatement Agreement on the Restatement Effective Date (as defined in Section 5 below), the amounts of Commitments and/or Advances held by each New Lender and Consenting Lender are the amounts opposite such Lender’s name as set forth in Schedule 1 hereto. If any transaction contemplated by this Section 2 shall contradict Section 9.07 or 9.12 of the Credit Agreement, the Consenting Lenders constituting the Required Lenders hereby consent to any such contradiction.
Replacement of Non-Consenting Lenders. If the Borrower is entitled to replace a Lender pursuant to the last proviso of Section 10.1, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 and 3.4) and obligations under this Agreement and the related Loan Documents to a Person eligible for an assignment in accordance with Section 10.1 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
Replacement of Non-Consenting Lenders. (a) If any Lender is a Non-Consenting Lender, Borrower may:
Replacement of Non-Consenting Lenders. If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment or waiver which pursuant to the terms of Section 11.2 requires the consent of all of the Lenders or all of the affected Lenders and with respect to which the Requisite Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent), upon ten (10) Banking Days’ prior notice to the Non-Consenting Lender and the Administrative Agent, to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign, in accordance with Section 11.8, all of its Loans, participations in Letters of Credit and Commitment hereunder to one or more other then-existing Lenders or to another Eligible Assignee reasonably satisfactory to the Administrative Agent, provided that: (a) the Borrower shall pay to such Non-Consenting Lender being replaced all Obligations owing to it and any amount payable pursuant to Section 3.6(e), (b) the replacement Lender shall pay the assignment fee referred to in Section 11.8(d), (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment or waiver and (d) the Borrower may exercise its right to replace Lender hereunder with respect to no more than three Lenders during the term of this Agreement.
