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

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 If, in connection with any Existing 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 declines or fails Lenders with one or more Replacement Lenders pursuant to consent Section 2.5.6. so long as the time of such replacement, each Replacement Lender consents to this Restatement Agreement by returning an executed counterpart hereof 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 prior and the Documentation Agent provided that, unless the Commitment which is terminated and Loans which are repaid pursuant to the Consent Deadline preceding clause (as defined B) are immediately replaced in Section 5 belowfull 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 and in compliance with preceding clause (B) 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 Required Lenders (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 determined before 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 proposed action) shall contradict Section 9.07 or 9.12 of the Credit Agreement, the Consenting Lenders constituting the Required Lenders hereby specifically consent to any such contradictionthereto.

Replacement of Non-Consenting Lenders. If If, in connection with any Existing 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 declines or fails Lenders with one or more Replacement Lenders pursuant to consent Section 2.5.6. so long as at the time of such replacement, each Replacement Lender consents to this Restatement Agreement by returning an executed counterpart hereof 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 prior and the Documentation Agent provided that, unless the Commitment which is terminated and Loans which are repaid pursuant to the Consent Deadline preceding clause (as defined B) are immediately replaced in Section 5 belowfull 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 and in compliance with preceding clause (B) 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 Required Lenders (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 determined before 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 proposed action) shall contradict Section 9.07 or 9.12 of the Credit Agreement, the Consenting Lenders constituting the Required Lenders hereby specifically consent to any such contradictionthereto.

Replacement of Non-Consenting Lenders. If If, in connection with any Existing 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 declines or fails Lenders with one or more Replacement Lenders pursuant to consent Section 2.6.6. so long as at the time of such replacement, each Replacement Lender consents to this Restatement Agreement by returning an executed counterpart hereof 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 prior and the Documentation Agent provided that, unless the Commitment which is terminated and Loans which are repaid pursuant to the Consent Deadline preceding clause (as defined B) are immediately replaced in Section 5 belowfull at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to and in compliance with preceding clause (B) 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 Required Lenders (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 determined before 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 proposed action) shall contradict Section 9.07 or 9.12 of the Credit Agreement, the Consenting Lenders constituting the Required Lenders hereby specifically consent to any such contradictionthereto.