Replacement of Non-Consenting Lenders Clause Samples

Replacement of Non-Consenting Lenders. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).

Replacement of Non-Consenting Lenders. If the Borrower is entitled to replace a Lender pursuant to the last proviso of Section 10.1, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 and 3.4) and obligations under this Agreement and the related Loan Documents to a Person eligible for an assignment in accordance with Section 10.1 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due pursuant to Section 3.5 or pursuant to the Fee Letters) from the assignee (to the extent of such outstanding principal and accrued interest) or the Borrower (in the case of fees and all other amounts); (b) such assignment does not conflict with applicable Laws; and (c) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

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 change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by paragraph (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, at their sole cost and expense, to replace each such non-consenting Lender or Lenders with one or more replacement Lenders by requiring such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 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 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 outstanding 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 such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lenders. Any existing Tranche B Term Loan Lender that does not consent to this Amendment shall have been replaced or terminated (or substantially concurrently with the effectiveness of this Amendment shall be replaced or terminated) in accordance with Section 5.17 of the Credit Agreement pursuant to the reallocations contemplated by Section 3 hereof.

Replacement of Non-Consenting Lenders. If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement, the Note Purchase Agreement and the Credit Agreement as contemplated by clauses (b)(ii), (iii), (v) and (vi) of this Section 10.02, 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, at its sole cost and expense, to replace each such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more replacement Lenders pursuant to Section 2.07 so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Replacement of Non-Consenting Lenders. If any Lender becomes a Non-Consenting Lender in connection with this Amendment, the Lenders parties hereto shall take by assignment as Eligible Assignees on a pro rata basis (or other basis such that no consenting Lender’s Commitment is decreased) the Commitment of such Non-Consenting Lender as contemplated by the last paragraph of Section 12.6 of the Credit Agreement; provided that after giving effect to all such assignments and any similar assignments under the Three-Year Revolving Credit Agreement, dated as of September 24, 2010 (the “IRB Credit Agreement”), among Virginia Electric and Power Company, the lenders party thereto and the Administrative Agent and the other agents party thereto, the sum of the Commitment of each Lender party hereto and its commitment under the IRB Credit Agreement shall not exceed $300,000,000. The Administrative Agent is authorized to establish procedures to any such assignments as it may reasonably determine in order to enable such assignments to be effected in a manner reasonably convenient for the parties thereto, the Borrowers and the Administrative Agent, notwithstanding that such procedures may be inconsistent with the terms of Section 12.3(b) of the Credit Agreement.

Replacement of Non-Consenting Lenders. If any Lender becomes a Non-Consenting Lender in connection with this Amendment, the Lenders parties hereto shall take by assignment as Eligible Assignees on a pro rata basis (or other basis such that (i) a consenting Lender’s Commitment is increased on a more than pro rata basis only if such Lender consents to such increase and (ii) no consenting Lender’s Commitment is decreased) the Commitment of such Non-Consenting Lender as contemplated by the last paragraph of Section 12.6 of the Credit Agreement. The Administrative Agent is authorized to establish procedures to any such assignments as it may reasonably determine in order to enable such assignments to be effected in a manner reasonably convenient for the parties thereto, the Borrowers and the Administrative Agent, notwithstanding that such procedures may be inconsistent with the terms of Section 12.3(b) of the Credit Agreement.

Replacement of Non-Consenting Lenders. If any Existing Lender declines or fails to consent to this Amendment Agreement by returning an executed counterpart hereof to the Administrative Agent prior to 5:00 p.m. (New York City time), on August 1, 2013, then pursuant to Sections 3.06(b) and 10.13 of the Existing Revolving Credit Agreement, such Existing Lender shall be replaced and the Commitments, Loans 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 Loans (identified on Schedule 1 by an asterisk), in each case as evidenced by its execution and delivery of this Amendment Agreement (which will also be deemed to be its execution and delivery of an Assignment and Assumption substantially in the form of Exhibit B to the Existing Revolving Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such capacity to all the terms therein applicable to it), and effective on the Closing Date (as defined in the Amended ACT Revolving Credit Agreement). The Administrative Agent agrees that notwithstanding the provisions of Section 10.13 of the Existing Revolving Credit Agreement, the Company shall not be required to pay to the Administrative Agent any assignment fee in connection with the replacement of Non-Consenting Lenders. Each Consenting Lender and each New Lender hereby agrees that, with respect to any Assignment and Assumption entered into by such Lender on and after the effectiveness of this Amendment Agreement, each assignee thereunder shall expressly agree to be a Consenting Lender for purposes of this Amendment Agreement, and shall be evidenced by an Assignment and Acceptance in the form attached as Annex B hereto.