Common use of Failure to Consent Clause in Contracts

Failure to Consent. If any Bank shall fail to consent to any amendment, modification or waiver described in Section 13.1 (any such Bank being hereinafter referred to as a "Non-Consenting Bank") then in such case, Conseco (on behalf of the Borrowers) may, upon at least five (5) Business Days' written notice to the Administrative Agent and such Non- Consenting Bank, designate a substitute lender (a "Substitute Bank") acceptable to the Administrative Agent in its sole discretion, to which such Non-Consenting Bank shall assign all (but not less than all) of its rights and obligations under the Loans hereunder. Upon any assignment by any Bank pursuant to this Section 13.2 becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and the assigning Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 and 13.4 hereof, and Sections 7.1 and 7.2 of the Conseco Guaranty or Section 5.1 of the CIHC Guaranty while such Non-Consenting Bank was a Bank); provided, that all Liabilities (except Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Non-Consenting Bank shall be paid in full as of the date of such assignment. Notwithstanding the foregoing, in the event that in connection with any amendment, modification or waiver more than one Bank is a Non-Consenting Bank, the Borrowers may not require one Bank to assign its rights and obligations to a Substitute Bank unless all Non-Consenting Banks are required to make such an assignment. Notwithstanding any Non-Consenting Bank's failure or refusal to assign its rights, obligations and Loans under this Section 13.2, the Non-Consenting Bank shall cease to be a "Bank" for all purposes of this Agreement and the Substitute Bank substituted therefor upon payment to the Non-Consenting Bank by the Substitute Bank of all amounts set forth in this Section 13.2 without any further action of the Non-Consenting Bank.

Failure to Consent. If any Bank shall fail to consent to any amendment, modification or waiver described in Section 13.1 (any such Bank being hereinafter referred to as a "Non-Consenting Nonconsenting Bank") then in such case, Conseco Guarantor (on behalf of the Borrowers) may, upon at least five (5) Business Days' written notice to the Administrative Agent and such Non- Consenting Nonconsenting Bank, designate a substitute lender (a "Substitute Bank") acceptable to the Administrative Agent in its sole discretion, to which such Non-Consenting Nonconsenting Bank shall assign all (but not less than all) of its rights and obligations under the Loans and Commitment hereunder. Upon any assignment by any Bank pursuant to this Section 13.2 becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and the assigning Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 and 13.4 hereof13.4, and Sections 7.1 and 7.2 of the Conseco Guaranty or Section 5.1 of the CIHC Restated Guaranty while such Non-Consenting Bank was a Bank); provided, that all Liabilities (except Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Non-Consenting Nonconsenting Bank shall be paid in full as of the date of such assignment. Notwithstanding the foregoing, in the event that in connection with any amendment, modification or waiver more than one Bank is a Non-Consenting Nonconsenting Bank, the Borrowers may not require one Bank to assign its rights and obligations to a Substitute Bank unless all Non-Consenting Nonconsenting Banks are required to make such an assignment. Notwithstanding any Non-Consenting Nonconsenting Bank's failure or refusal to assign its rights, obligations obligations, Loans and Loans Commitment under this Section 13.2, the Non-Consenting Nonconsenting Bank shall cease to be a "Bank" for all purposes of this Agreement and the Substitute Bank substituted therefor upon payment to the Non-Consenting Nonconsenting Bank by the Substitute Bank of all amounts set forth in this Section 13.2 without any further action of the Non-Consenting Nonconsenting Bank.

Failure to Consent. If any Bank shall fail to consent to any amendment, modification or waiver described in Section 13.1 15.1 (any such Bank being hereinafter referred to as a "Non-Consenting Nonconsenting Bank") then in such case, Conseco (on behalf of the Borrowers) Borrower may, upon at least five (5) Business Days' written notice to the Administrative Agent and such Non- Consenting Nonconsenting Bank, designate a substitute lender (a "Substitute Bank") acceptable to the Administrative Agent in its sole discretion, to which such Non-Consenting Nonconsenting Bank shall assign all (but not less than all) of its rights and obligations under the Loans and Commitment hereunder. Upon any assignment by any Bank pursuant to this Section 13.2 15.2 becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and the assigning Assigning Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 15.4 and 13.4 hereof, and Sections 7.1 and 7.2 of the Conseco Guaranty or Section 5.1 of the CIHC Guaranty 15.5 while such Non-Consenting Bank was a Bank); provided, that all Liabilities (except Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Non-Consenting Nonconsenting Bank shall be paid in full as of the date of such assignment. Notwithstanding the foregoing, in the event that in connection with any amendment, modification or waiver more than one Bank is a Non-Consenting Nonconsenting Bank, the Borrowers Borrower may not require one Bank to assign its rights and obligations to a Substitute Bank unless all Non-Consenting Nonconsenting Banks are required to make such an assignment. Notwithstanding any Non-Consenting Nonconsenting Bank's failure or refusal to assign its rights, obligations obligations, Loans and Loans Commitment under this Section 13.215.2, the Non-Consenting Nonconsenting Bank shall cease to be a "Bank" for all purposes of this Agreement and the Substitute Bank substituted therefor upon payment to the Non-Consenting Nonconsenting Bank by the Substitute Bank of all amounts set forth in this Section 13.2 15.2 without any further action of the Non-Consenting Nonconsenting Bank.

Failure to Consent. If any Bank shall fail to consent to any amendment, modification or waiver described in Section 13.1 (any such Bank being hereinafter referred to as a "Non-Consenting Bank") then in such case, Conseco Guarantor (on behalf of the Borrowers) may, upon at least five (5) Business Days' written notice to the Administrative Agent and such Non- Consenting NonConsenting Bank, designate a substitute lender (a "Substitute Bank") acceptable to the Administrative Agent in its sole discretion, to which such Non-Consenting Bank shall assign all (but not less than all) of its rights and obligations under the Loans and Commitment hereunder. Upon any assignment by any Bank pursuant to this Section 13.2 becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and the assigning Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 and 13.4 hereof13.4, and Sections 7.1 and 7.2 of the Conseco Guaranty or Section 5.1 of the CIHC Guaranty while such Non-Consenting Bank was a Bank); -49- provided, that all Liabilities (except Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Non-Consenting NonConsenting Bank shall be paid in full as of the date of such assignment. Notwithstanding the foregoing, in the event that in connection with any amendment, modification or waiver more than one Bank is a Non-Consenting Bank, the Borrowers may not require one Bank to assign its rights and obligations to a Substitute Bank unless all Non-Consenting Banks are required to make such an assignment. Notwithstanding any Non-Consenting Bank's failure or refusal to assign its rights, obligations obligations, Loans and Loans Commitment under this Section 13.2, the Non-Consenting Bank shall cease to be a "Bank" for all purposes of this Agreement and the Substitute Bank substituted therefor upon payment to the Non-Consenting Bank by the Substitute Bank of all amounts set forth in this Section 13.2 without any further action of the Non-Consenting Bank.

Failure to Consent. If any Bank shall fail to consent to any amendment, modification or waiver described in Section 13.1 (any such Bank being hereinafter referred to as a "Non-Consenting Bank") then in such case, Conseco Guarantor (on behalf of the Borrowers) may, upon at least five (5) Business Days' written notice to the Administrative Agent and such Non- Non-Consenting Bank, designate a substitute lender (a "Substitute Bank") acceptable to the Administrative Agent in its sole discretion, to which such Non-Consenting Bank shall assign all (but not less than all) of its rights and obligations under the Loans and Commitment hereunder. Upon any assignment by any Bank pursuant to this Section 13.2 becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and the assigning Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 and 13.4 hereof13.4, and Sections 7.1 and 7.2 of the Conseco Guaranty or Section 5.1 of the CIHC Guaranty while such Non-Consenting Bank was a Bank); provided, that all Liabilities (except Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Non-Consenting Bank shall be paid in full as of the date of such assignment. Notwithstanding the foregoing, in the event that in connection with any amendment, modification or waiver more than one Bank is a Non-Consenting Bank, the Borrowers may not require one Bank to assign its rights and obligations to a Substitute Bank unless all Non-Consenting Banks are required to make such an assignment. Notwithstanding any Non-Consenting Bank's failure or refusal to assign its rights, obligations obligations, Loans and Loans Commitment under this Section 13.2, the Non-Consenting Bank shall cease to be a "Bank" for all purposes of this Agreement and the Substitute Bank substituted therefor upon payment to the Non-Consenting Bank by the Substitute Bank of all amounts set forth in this Section 13.2 without any further action of the Non-Consenting Bank.

Failure to Consent. If any Bank shall fail to consent to any amendment, modification or waiver described in Section 13.1 15.1 (any such Bank being hereinafter referred to as a "Non-Consenting Nonconsenting Bank") then in such case, Conseco (on behalf of the Borrowers) Borrower may, upon at least five (5) Business Days' written notice to the Administrative Agent and such Non- Consenting Nonconsenting Bank, designate a substitute lender (a "Substitute Bank") acceptable to the Administrative Agent in its sole discretion, to which such Non-Consenting Nonconsenting Bank shall assign all (but not less than all) of its rights and obligations under the Loans and Commitment hereunder. Upon any assignment by any Bank pursuant to this Section 13.2 15.2 becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and the assigning Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 15.4 and 13.4 hereof, and Sections 7.1 and 7.2 of the Conseco Guaranty or Section 5.1 of the CIHC Guaranty 15.5 while such Non-Consenting Bank was a Bank); provided, that all Liabilities (except Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Non-Consenting Nonconsenting Bank shall be paid in full as of the date of such assignment. Notwithstanding the foregoing, in the event that in connection with any amendment, modification or waiver more than one Bank is a Non-Consenting Nonconsenting Bank, the Borrowers Borrower may not require one Bank to assign its rights and obligations to a Substitute Bank unless all Non-Consenting Nonconsenting Banks are required to make such an assignment. Notwithstanding any Non-Consenting Nonconsenting Bank's failure or refusal to assign its rights, obligations obligations, Loans and Loans Commitment under this Section 13.215.2, the Non-Consenting Nonconsenting Bank shall cease to be a "Bank" for all purposes of this Agreement and the Substitute Bank substituted therefor upon payment to the Non-Consenting Nonconsenting Bank by the Substitute Bank of all amounts set forth in this Section 13.2 15.2 without any further action of the Non-Consenting Nonconsenting Bank.

Failure to Consent. If any Bank shall fail to consent to any amendment, modification or waiver described in Section 13.1 (any such Bank being hereinafter referred to as a "Non-Consenting Bank") then in such case, Conseco (on behalf of the Borrowers) may, upon at least five (5) Business Days' written notice to the Administrative Agent and such Non- Non-Consenting Bank, designate a substitute lender (a "Substitute Bank") acceptable to the Administrative Agent in its sole discretion, to which such Non-Consenting Bank shall assign all (but not less than all) of its rights and obligations under the Loans hereunder. Upon any assignment by any Bank pursuant to this Section 13.2 becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and the assigning Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 and 13.4 hereof, and Sections 7.1 and 7.2 of the Conseco Guaranty or Section 5.1 of the CIHC Guaranty while such Non-Consenting Bank was a Bank); provided, that all Liabilities (except Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Non-Consenting Bank shall be paid in full as of the date of such assignment. Notwithstanding the foregoing, in the event that in connection with any amendment, modification or waiver more than one Bank is a Non-Consenting Bank, the Borrowers may not require one Bank to assign its rights and obligations to a Substitute Bank unless all Non-Consenting Banks are required to make such an assignment. Notwithstanding any Non-Consenting Bank's failure or refusal to assign its rights, obligations and Loans under this Section 13.2, the Non-Consenting Bank shall cease to be a "Bank" for all purposes of this Agreement and the Substitute Bank substituted therefor upon payment to the Non-Consenting Bank by the Substitute Bank of all amounts set forth in this Section 13.2 without any further action of the Non-Consenting Bank.

Failure to Consent. If any Bank shall fail to consent to any amendment, modification or waiver described in Section 13.1 15.1 (any such Bank being hereinafter referred to as a "Non-Consenting Nonconsenting Bank") then in such case, Conseco (on behalf of the Borrowers) Borrower may, upon at least five (5) Business Days' written notice to the Administrative Agent and such Non- Consenting Nonconsenting Bank, designate a substitute lender (a "Substitute Bank") acceptable to the Administrative Agent in its sole discretion, to which such Non-Consenting Nonconsenting Bank shall assign all (but not less than all) of its rights and obligations under the Loans and Commitment hereunder. Upon any assignment by any Bank pursuant to this Section 13.2 15.2 becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and the assigning Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5, 11.5 15.4 and 13.4 hereof, and Sections 7.1 and 7.2 of the Conseco Guaranty or Section 5.1 of the CIHC Guaranty 15.5 while such Non-Consenting Bank 73 was a Bank); provided, that all Liabilities (except Liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) due and payable to the Non-Consenting Nonconsenting Bank shall be paid in full as of the date of such assignment. Notwithstanding the foregoing, in the event that in connection with any amendment, modification or waiver more than one Bank is a Non-Consenting Nonconsenting Bank, the Borrowers Borrower may not require one Bank to assign its rights and obligations to a Substitute Bank unless all Non-Consenting Nonconsenting Banks are required to make such an assignment. Notwithstanding any Non-Consenting Nonconsenting Bank's failure or refusal to assign its rights, obligations obligations, Loans and Loans Commitment under this Section 13.215.2, the Non-Consenting Nonconsenting Bank shall cease to be a "Bank" for all purposes of this Agreement and the Substitute Bank substituted therefor upon payment to the Non-Consenting Nonconsenting Bank by the Substitute Bank of all amounts set forth in this Section 13.2 15.2 without any further action of the Non-Consenting Nonconsenting Bank.