Common use of Non-Consenting Lenders Clause in Contracts

Non-Consenting Lenders. In connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, if the consent of Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a "Non-Consenting Lender"), then, so long as the Lender that is acting as the Agent is not a Non-Consenting Lender, at the Borrower's request, the Agent or an Eligible Lender that is acceptable to the Agent, the Board and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have the right with the Agent's consent and in the Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Agent's request, sell and assign to the Lender that is acting as the Agent or such Eligible Lender, all of the portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance.

Non-Consenting Lenders. In connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, if the consent of the Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a "Non-Consenting Lender"), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower's requestrequest and at its sole cost and expense, the Administrative Agent or an Eligible Lender that is acceptable to the Administrative Agent, the Board and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have the right with the Administrative Agent's consent and in the Administrative Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent's request, sell and assign to the Lender that is acting as the Administrative Agent or such Eligible Lender, all of the portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance; provided, however, that at the time of such replacement, such assignee consents to the proposed amendment, modification, waiver or termination; provided, further, that the failure of any Non-Consenting Lender to execute any such Assignment and Acceptance shall not render such purchase and sale (or the corresponding assignment) invalid.

Non-Consenting Lenders. In If, in connection with any proposed amendment, modification, waiver or termination (a "Proposed Change") requiring the consent of all affected LendersLenders or of Lenders holding a Tranche of Loans pursuant to Section 11.2(3), if the consent of Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a "Non-Consenting Lender"), ) then, so long as the Lender that is acting as the Agent is not a Non-Consenting Lender, at the Borrower's or Requisite Lenders' request, the Agent or an Eligible Lender that is a Person acceptable to the Agent, the Board and, so long as no Event of Default shall have occurred and be continuing, the BorrowerRequisite Lenders (in their sole discretion), shall have the right with the Agent's consent and in the Agent's sole discretion (but shall have no without any obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Agent's such request, sell and assign to the Lender that is acting as the Agent or such Eligible LenderPerson, all of the portion of Loans and the Supplemental Loan Commitment of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan all Loans held by the such Non-Consenting Lender and all accrued interest and fees Fees with respect thereto through the date of sale, such purchase sale and sale assignment to be consummated pursuant to an executed Assignment and AcceptanceAgreement, provided that no Payout Fees shall be payable in connection with such sale.

Non-Consenting Lenders. In connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, if the consent of the Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a "Non-Consenting Lender"), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower's request, the Administrative Agent or an Eligible Lender that is acceptable to the Administrative Agent, the Board and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have the right with the Administrative Agent's consent and in the Administrative Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent's request, sell and assign to the Lender that is acting as the Administrative Agent or such Eligible Lender, all of the portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance.

Non-Consenting Lenders. In If, in connection with any proposed amendment, modification, waiver or termination (a "Proposed Change") requiring the consent of all affected Lenders, if the consent of Requisite Lenders is obtained, obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 13.1 being referred to as a "Non-Consenting Lender"), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower's request, the Administrative Agent or an Eligible Lender that is Assignee acceptable to the Agent, the Board and, so long as no Event of Default shall have occurred and be continuing, the Borrower, Administrative Agent shall have the right with the Administrative Agent's consent and in the Administrative Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent's request, sell and assign to the Lender that is acting as the Administrative Agent or such Eligible LenderAssignee (in either case without recourse or warranty, all of the portion of the Loan Commitments, and Outstandings of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan all Loans held by the Non-Consenting Lender and plus all accrued interest and fees with respect thereto through the date of salesale less unamortized upfront and closing fees, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance.

Non-Consenting Lenders. In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, if the consent of the Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a "“Non-Consenting Lender"”), then, so long as the Lender that is acting as the Agent is not a Non-Consenting Lender, at the Borrower's ’s request, the Agent or an Eligible Lender a substitute lender that is acceptable to the Agent, Agent and the Board and, so long as no Event of Default shall have occurred and be continuing, the Borrower, Requisite Lenders shall have the right with the Agent's ’s consent and in the Agent's ’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender Xxxxxx agrees that it shall, upon the Agent's ’s request, sell and assign to the Lender that is acting as the Agent or such Eligible Lendersubstitute lender, all of the portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Non- Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance.

Non-Consenting Lenders. In connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, if the consent of Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 11.1 being referred to as a "Non-Consenting Lender"), then, so long as the Lender that is acting as the Agent is not a Non-Consenting Lender, at the Borrower's request, the Agent or an Eligible Lender that is acceptable to the Agent, the Board and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have the right with the Agent's consent and in the Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Agent's request, sell and assign to the Lender that is acting as the Agent or such Eligible Lender, all of the portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance; provided, that such Non-Consenting Lender shall be entitled to retain any Warrants it holds notwithstanding such sale and assignment.

Non-Consenting Lenders. In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, if the consent of the Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a "“Non-Consenting Lender"”), then, so long as the Lender that is acting as the Agent is not a Non-Consenting Lender, at the Borrower's ’s request, the Agent or an Eligible Lender a substitute lender that is acceptable to the Agent, Agent and the Board and, so long as no Event of Default shall have occurred and be continuing, the Borrower, Requisite Lenders shall have the right with the Agent's ’s consent and in the Agent's ’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Agent's ’s request, sell and assign to the Lender that is acting as the Agent or such Eligible Lendersubstitute lender, all of the portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Non- Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance.