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

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 Section 10.14. hereof, the consent of the Required Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non- consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.5.6. so long as the time of such replacement, each Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitment and repay in full such Lender's outstanding Loans; but only if, in each such case, such Replacement Lender and such action is acceptable to the Administrative Agent and the Documentation Agent provided that, unless the Commitment which is terminated and Loans which are repaid pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto.

Replacement of Non-Consenting Lenders. If, in connection with any proposed changeamendment, waiver, discharge waiver or termination to any consent requiring the consent of the provisions of this Agreement as contemplated by Section 10.14. hereof, “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained obtained, but the consent of one or more other necessary Lenders is not obtained (any such Lender whose consent is required is necessary but not obtainedobtained being referred to herein as a “Non-Consenting Lender”), then Borrower shall have the rightCompany may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) belowprovided that, to either (A) replace each such non- consenting Lender or Lenders concurrently with one or more Replacement Lenders pursuant to Section 2.5.6. so long as the time of such replacement, each Replacement Lender consents (i) another bank or other entity which is reasonably satisfactory to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitment Company and repay in full such Lender's outstanding Loans; but only if, in each such case, such Replacement Lender and such action is acceptable to the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Documentation Agent provided that, unless the Commitment which is terminated and Loans which are repaid Non-Consenting Lender pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Commitments and/or outstanding Revolving Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 13.3, and (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 3.1 and 3.5, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect such Non-Consenting Lender been prepaid on such date rather than sold to the proposed action) shall specifically consent theretoreplacement Lender.

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 Section 10.14. hereofparagraph (b) of this Section, 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, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) belowat their sole cost and expense, to either (A) replace each such non- non-consenting Lender or Lenders with one or more Replacement replacement Lenders pursuant by requiring such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 2.5.6. so long as 12.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the time Borrower shall have received the prior written consent of the Required Lenders (excluding the non-consenting Lenders), (ii) such non-consenting Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder or under any other Loan Document, from the assignee (to the extent of such replacementoutstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts including, without limitation, Break Funding Payments), (iii) the Borrower has identified a replacement Lender; and (iv) each Replacement such replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitment and repay in full such Lender's outstanding Loans; but only if, in each such case, such Replacement Lender and such action is acceptable to the Administrative Agent and the Documentation Agent provided that, unless the Commitment which is terminated and Loans which are repaid pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent theretotermination.

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 Section 10.14. hereof, the consent of the Required Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non- consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.5.6. so long as at the time of such replacement, each Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitment and repay in full such Lender's outstanding Loans; but only if, in each such case, such Replacement Lender and such action is acceptable to the Administrative Agent and the Documentation Agent provided that, unless the Commitment which is terminated and Loans which are repaid pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto.

Replacement of Non-Consenting Lenders. If, in connection with any proposed changeamendment, waiver, discharge waiver or termination to any consent requiring the consent of the provisions of this Agreement as contemplated by Section 10.14. hereof, “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained obtained, but the consent of one or more other necessary Lenders is not obtained (any such Lender whose consent is required is necessary but not obtainedobtained being referred to herein as a “Non-Consenting Lender”), then the Borrower shall have the rightmay elect to replace a Non-Consenting Lender as a Lender party to this Agreement, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) belowprovided that, to either (A) replace each such non- consenting Lender or Lenders concurrently with one or more Replacement Lenders pursuant to Section 2.5.6. so long as the time of such replacement, each Replacement Lender consents (i) another bank or other entity which is reasonably satisfactory to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitment Borrower and repay in full such Lender's outstanding Loans; but only if, in each such case, such Replacement Lender and such action is acceptable to the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Documentation Agent provided that, unless the Commitment which is terminated and Loans which are repaid Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the preceding Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (Bb) are immediately replaced of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in full at same day funds on the day of such time through replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the addition Borrower hereunder to and including the date of new Lenders or termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the increase payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect such Non-Consenting Lender been prepaid on such date rather than sold to the proposed action) shall specifically consent theretoreplacement Lender.