Common use of Non-Consenting Lenders Clause in Contracts

Non-Consenting Lenders. (a) If, in connection with any proposed amendment, waiver or consent requiring consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then so long as no Agent is a Non-Consenting Lender and no Default or Event of Default has occurred and is continuing, the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (a) another bank or other entity that is reasonably satisfactory to the Administrative Borrower and reasonably satisfactory to the Administrative Agent, shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of SECTION 14.10, and (b) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (i) all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including, without limitation, payments due to such Non-Consenting Lender under SECTION 3.04, and (ii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under this SECTION 14.03 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender, in each case other than the amount of the Applicable Payment Fee and Applicable Reduction Fee. Any processing or recordation fees associated with the transfer of a Non-Consenting Lender’s Loans shall be for the account of the Borrowers.

Non-Consenting Lenders. (a) IfThe Borrower hereby gives notice to each Non- Consenting Lender that, in connection with any proposed amendment, waiver or consent requiring consent upon receipt of “each Lender” or “each Revolving Lender affected thereby,” the consent Consents and Consents of Lenders representing at least the Required Lenders is obtainedLenders, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then so long as no Agent is a Non-Consenting Lender and no Default or Event of Default has occurred and is continuing, the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (a) another bank or other entity that is reasonably satisfactory to the Administrative Borrower and reasonably satisfactory to the Administrative Agent, shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of SECTION 14.10, and (b) the Borrowers shall pay to if such Non-Consenting Lender in same day funds has not executed and delivered a Revolving Lender Consent on or prior to the day of such replacement (i) all principalConsent Deadline, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by shall, pursuant to Section 2.22 of the Borrowers hereunder Credit Agreement, execute or be deemed to have executed a counterpart of the Assignment and including Assumption and shall in accordance therewith sell its existing Revolving Credit Loans and Revolving Credit Commitments as specified in the date of terminationAssignment and Assumption. Pursuant to the Assignment and Assumption, including, without limitation, payments due to such each Non-Consenting Lender under SECTION 3.04shall sell and assign the principal amount of its existing Revolving Credit Loans and Revolving Credit Commitments as set forth in the Assignment and Assumption, as such Assignment and (ii) an amount, if any, equal Assumption is completed by the Administrative Agent on or prior to the payment which would Fourth Amendment Effective Date, to the applicable assignee(s) as set forth in the Assignment and Assumption (in such capacity, each a “Replacement Lender”) under such Assignment and Assumption, solely upon the consent and acceptance by the Replacement Lenders. The Replacement Lenders shall be deemed to have been due consented to this Fourth Amendment with respect to such Lender on purchased Revolving Credit Loans and Revolving Credit Commitments at the day time of such replacement under this SECTION 14.03 had the Loans of such Non-Consenting Lender been prepaid assignment, as reflected on such date rather than sold to the replacement Lender, in each case other than the amount of the Applicable Payment Fee and Applicable Reduction Fee. Any processing or recordation fees associated with the transfer of a Non-Consenting Lender’s Loans shall be for the account of the BorrowersSchedule I hereto.

Non-Consenting Lenders. (a) If, in connection with any proposed amendment, waiver or consent requiring consent of “The US Borrower hereby gives notice to each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then so long as no Agent is a Non-Consenting Lender and no Default or Event of Default has occurred and is continuing, the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (a) another bank or other entity that is reasonably satisfactory upon receipt of Existing Lender Consents from existing Lenders having Revolving Credit Exposure and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposure and aggregate unused Commitments immediately prior to the Administrative Borrower and reasonably satisfactory to the Administrative AgentFirst Amendment Effective Date, shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of SECTION 14.10, and (b) the Borrowers shall pay to if such Non-Consenting Lender in same day funds has not executed and delivered an Existing Lender Consent on or prior to the day of such replacement (i) all principalConsent Deadline, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by shall, pursuant to Section 2.19(b)(iv) of the Borrowers hereunder Credit Agreement, execute or be deemed to have executed a counterpart of the Assignment and including Assumption and shall in accordance therewith sell its existing Revolving Loans and Commitments as specified in the date of terminationAssignment and Assumption. Pursuant to the Assignment and Assumption, including, without limitation, payments due to such each Non-Consenting Lender under SECTION 3.04shall sell and assign the principal amount of its existing Revolving Loans and Commitments as set forth in the Assignment and Assumption, as such Assignment and (ii) an amount, if any, equal Assumption is completed by the Administrative Agent on or prior to the payment which would First Amendment Effective Date, to the applicable assignee(s) as set forth in the Assignment and Assumption (in such capacity, each a “Replacement Lender”) under such Assignment and Assumption, solely upon the consent and acceptance by the Replacement Lenders. The Replacement Lenders shall be deemed to have been due consented to this First Amendment with respect to such Lender on purchased Revolving Loans and Commitments at the day time of such replacement under this SECTION 14.03 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender, in each case other than the amount of the Applicable Payment Fee and Applicable Reduction Fee. Any processing or recordation fees associated with the transfer of a Non-Consenting Lender’s Loans shall be for the account of the Borrowersassignment.

Non-Consenting Lenders. (a) If, in connection with any proposed amendment, waiver or consent requiring consent of “The Borrowers have given notice to each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then so long as no Agent is a Non-Consenting Lender and no Default or Event that, upon receipt of Default has occurred and is continuing, the Borrowers may elect to replace a Non-Consenting Lender as a Lender party consents to this AgreementAmendment from the Existing Lenders constituting the Required Lenders, provided that, concurrently with such replacement, (a) another bank or other entity that is reasonably satisfactory to the Administrative Borrower and reasonably satisfactory to the Administrative Agent, shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of SECTION 14.10, and (b) the Borrowers shall pay to such Non-Consenting Lender shall, pursuant to Section 9.6(b) of the Credit Agreement and concurrently with the effectiveness of this amendment, execute or be deemed to have executed a counterpart of an Assignment and Assumption and shall in same day funds accordance therewith sell its existing Commitments and Loans as specified in the applicable Assignment and Assumption or any other similar document. Each of the parties hereto agrees that, after giving effect to this Amendment and the applicable Assignment and Assumptions referenced in the foregoing sentence, the revised Revolving Commitment of each Lender (as of the Fifth Amendment Effective Date) shall be as set forth on Schedule 1.1(d) of the day Credit Agreement attached hereto as Annex C. In connection with this Amendment, the outstanding Revolving Loans and participation interests in existing Letters of Credit shall be reallocated by causing such replacement fundings and repayments (iwhich shall not be subject to any processing and/or recordation fees) all principalamong the Lenders of the Revolving Loans as necessary such that, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including, without limitation, payments due to such Non-Consenting Lender under SECTION 3.04, and (ii) an amount, if any, equal after giving effect to the payment which would have been due to such Revolver Increase and the reallocations contemplated hereby, each Lender will hold Revolving Loans based on the day of such replacement under this SECTION 14.03 had the Loans of such Non-Consenting Lender been prepaid its Revolving Commitment as set forth on such date rather than sold to the replacement Lender, in each case other than the amount Schedule 1.1(d). The Borrowers shall be responsible for any costs arising under Section 2.15 of the Applicable Payment Fee Credit Agreement resulting from such reallocation and Applicable Reduction Feerepayments. Any processing or recordation fees associated with the transfer of a Non-Consenting Lender’s Loans shall be for the account of the Borrowers.CROSSAMERICA PARTNERS LP FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT

Non-Consenting Lenders. (a) If, in connection with any proposed amendment, waiver or consent requiring consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then so long as no Agent is a Non-Consenting Lender and no Default or Event of Default has occurred and is continuing, the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (a) another bank or other entity that is reasonably satisfactory to the Administrative Borrower and reasonably satisfactory to the Administrative Agent, shall agree, as of such date, to purchase for cash the Loans Term Loan Obligations and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of SECTION 14.10, and (b) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (i) all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including, without limitation, payments due to such Non-Consenting Lender under SECTION 3.04, and (ii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under this SECTION 14.03 had the Loans Term Loan Obligations of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender, in each case other than the amount of the Applicable Payment Fee and Applicable Reduction Fee. Any processing or recordation fees associated with the transfer of a Non-Consenting Lender’s Loans Term Loan Obligations shall be for the account of the Borrowers.

Non-Consenting Lenders. (a) If, in connection with any proposed amendment, waiver or consent requiring consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then so long as no Administrative Agent is not a Non-Consenting Lender and no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (a) another bank or other entity that which is reasonably satisfactory to the Administrative Parent, Borrower and reasonably satisfactory to the Administrative Agent, Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of SECTION 14.10, Section 14.10 and (b) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (i) all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers Borrower hereunder to and including the date of termination, including, including without limitation, limitation payments due to such Non-Consenting Lender under SECTION 3.04Sections 3.05 and 5.02, and (ii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under this SECTION 14.03 Section 4.03 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender, in each case other than the amount of the Applicable Payment Fee and Applicable Reduction Fee. Any processing or recordation fees associated with the transfer of a Non-Consenting Lender’s Loans shall be for the account of the BorrowersBorrower.

Non-Consenting Lenders. (a) If, in connection with any proposed amendment, waiver or consent requiring consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then so long as no Agent is a Non-Consenting Lender and no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (a) another bank or other entity that which is reasonably satisfactory to the Administrative Parent, Borrower and reasonably satisfactory to the Administrative Agent, Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of SECTION 14.10, Section 14.10 and (b) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (i) all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers Borrower hereunder to and including the date of termination, including, including without limitation, limitation payments due to such Non-Consenting Lender under SECTION 3.04Sections 3.05 and 5.02, and (ii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under this SECTION 14.03 Section 4.03 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender, in each case other than the amount of the Applicable Payment Fee and Applicable Reduction Fee. Any processing or recordation fees associated with the transfer of a Non-Consenting Lender’s Loans shall be for the account of the BorrowersBorrower.