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

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: (a) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) from the assignee (to the extent of such outstanding principal and accrued interest) or the Borrower (in the case of fees and all other amounts); (b) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement of Non-Consenting Lenders. If the Borrower is entitled to replace a Lender If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 16.2(b) hereof: (i) requiring the last proviso consent of Section 10.1all Lenders, then the Borrower 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 its the sole expense and effortof the Loan Parties, upon notice to such Non-Consenting Lender and the Administrative AgentBorrower Representative, require such Non-Consenting Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.616.3(a)), 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 Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) 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 and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) hereunder, from the assignee (to the extent of such outstanding principal and accrued interestinterest and fees) or the Borrower Loan Parties (in the case of fees and all other amounts); (b) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement of Non-Consenting Lenders. If the Borrower is entitled to replace a Lender If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 16.2(b) hereof requiring the last proviso consent of Section 10.1all Lenders, then the Borrower consent of Required Lenders is obtained but the consent of all Lenders whose consent is required is not obtained (any Lender withholding consent being referred to as a “Non-Consenting Lender”), then, so long as the Agent is not a Non-Consenting Lender, the Agent may, at its the sole expense and effortof the Loan Parties, upon notice to such Non-Consenting Lender and the Administrative AgentBorrower Representative, require such Non-Consenting Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.616.3(a)), 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 Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) 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 and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) hereunder, from the assignee (to the extent of such outstanding principal and accrued interestinterest and fees) or the Borrower Loan Parties (in the case of fees and all other amounts); (b) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement of Non-Consenting Lenders. If the Borrower any Lender is entitled to replace a Lender pursuant to the last proviso of Section 10.1Non-Consenting Lender, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.615.1), 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 Eligible Transferee selected by Borrowers (with Section 10.1 the consent of Agent, such consent not to be unreasonably withheld or delayed) that shall assume such obligations (which assignee Eligible Transferee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrowers shall have paid to Agent the assignment fee specified in Section 15.1(a); (b) such Lender shall have received payment of an amount equal to such Lender’s Pro-Rata Share of the outstanding principal of its Loansall Advances and Obligations in respect of L/Cs, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) from the assignee (to the extent of such outstanding principal and accrued interestinterest and fees) or the Borrower Borrowers (in the case of fees and all other amounts);; and (bc) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consentlaws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of Non-Consenting Lenders. If the Borrower is entitled to replace a Lender If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 16.2(b) hereof: requiring the last proviso consent of Section 10.1all Lenders, then the Borrower consent of Required Lenders is obtained but the consent of all Lenders whose consent is required is not obtained (any Lender withholding consent as described herein being referred to as a “Non-Consenting Lender”), then, so long as the Agent is not a Non-Consenting Lender, the Agent may, at its the sole expense and effortof the Loan Parties, upon notice to such Non-Consenting Lender and the Administrative Borrowing Agent, require such Non-Consenting Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.616.3(b)), 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 Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) that such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) hereunder, from the assignee (to the extent of such outstanding principal and accrued interestinterest and fees) or the Borrower Borrowers (in the case of fees and all other amounts); (b) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement of Non-Consenting Lenders. If the Borrower is entitled to replace a Lender If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 15.2 (i) requiring the last proviso consent of Section 10.1all Lenders, then the Borrower 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 of the applicable threshold, 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 and no Event of Default has occurred and is continuing, the Agent may, at its the sole expense and effortof the Borrowers, upon notice to such Non-Consenting Lender and the Administrative AgentBorrowers, require such Non-Consenting Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.615.5(b)), 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 Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, provided that: (a) however, that such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) hereunder, from the assignee (to the extent of such outstanding principal and accrued interestinterest and fees) or the Borrower Borrowers (in the case of fees and all other amounts); (b) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement of Non-Consenting Lenders. If the Borrower any Lender is entitled to replace a Lender pursuant to the last proviso of Section 10.1Non-Consenting Lender, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.615.1), 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 Eligible Transferee selected by Borrowers (with Section 10.1 the consent of Agent, such consent not to be unreasonably withheld or delayed) that shall assume such obligations (which assignee Eligible Transferee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrowers shall have paid to Agent the assignment fee specified in Section 15.1(a); (b) such Lender shall have received payment of an amount equal to such Lender’s Pro-Rata Share of the outstanding principal of its Loansall Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) from the assignee (to the extent of such outstanding principal and accrued interestinterest and fees) or the Borrower Borrowers (in the case of fees and all other amounts);; and (bc) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consentlaws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

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: (a) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee LettersLetter) from the assignee (to the extent of such outstanding principal and accrued interest) or the Borrower (in the case of fees and all other amounts); (b) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Replacement of Non-Consenting Lenders. If the Borrower is entitled to replace a Lender If, in connection with any proposed amendment, waiver or consent hereunder pursuant to Section 19.1 hereof: (i) requiring the last proviso consent of Section 10.1all Lenders, then the Borrower 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 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 Administrative Agent is not the Non-Consenting Lender, the Administrative Agent may, at its the sole reasonable expense and effortof the Borrowers, upon notice to such Non-Consenting Lender and the Administrative AgentBorrower Representative, require such Non-Consenting Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.616.2), 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 Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: (a) that such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) hereunder, from the assignee (to the extent of such outstanding principal and accrued interestinterest and fees) or the Borrower Borrowers (in the case of fees and all other amounts); (b) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.