Common use of Mandatory Assignment Clause in Contracts

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “Non-Consenting Bank”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires the prior approval of all Lenders or all affected Lenders and which request is approved by Agent the Required Lenders but is not approved by one all Lenders or more of the Banks all affected Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders which are not Non-Consenting Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchasepurchase except that its indemnification rights hereunder shall survive, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit K and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignment.Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender)

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit L and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Required Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit L and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §2.3(c) which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty sixty (3060) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty sixty (3060) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights and obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights and obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit I and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendmentsany amendment, modifications modification or waivers waiver be made to this Agreement or any of the other Loan Documents which request is approved by the Agent but is not approved by one or more of the Banks Lenders or such Lender fails to respond within ten (10) days after the first date on which such consent was solicited in writing from the Lenders by the Agent (any such non-consenting Bank or non-responding Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after the expiration of such ten (10) day period (or, if earlier, Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender), Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of the earlier of expiration of such period or receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer all of its entire Commitmentinterests, rights and obligations under this Agreement (including all of its Commitment Percentage and Commitment and the same portion of the Loan at the time owing to it and the Notes held by it) (collectively, the “Transferred Interest”) to a Lender or a Replacement Lender. The Agent shall promptly (but in any event, no later than five (5) Business Days after receipt of such notice from Borrower) notify the remaining Banks Lenders (each such notice, the “Lender Offer Notice”) that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the CommitmentTransferred Interest, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentTransferred Interest within ten (10) Business Days of receipt of the Lender Offer Notice, then the Agent shall Borrower may endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitmentportion of the Transferred Interest, such Lender or Lenders to be subject to the approval of the Agent, such approval not to be unreasonably withheld (such Lender, the “Replacement Lender”). Upon any such purchase of the Commitment Transferred Interest of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interestTransferred Interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original NoteNote (if any). Notwithstanding anything in this §18.9 § 18.10 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment Transferred Interest of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting BankLender’s Commitment Transferred Interest shall equal the principal owed to such Non-Consenting BankLender, and the Borrower shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Loan Parties to the Non-Consenting Bank Lender hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank Lender hereunder or under any of the other Loan Documents if the Loans Loan were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s CommitmentTransferred Interest. No registration fee under §§ 18.2 shall be required in connection with such assignment. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Agent (but in any event, no later than five (5) Business Days) after the later of (i) the date on which the Replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this § 18.10, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such assigning Lender.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original NoteNote or Notes. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “"Non-Consenting Bank”"), then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s 's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s 's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank’s 's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s 's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s 's Commitment. No registration fee under §Section 18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, the Super-Majority Lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “Non-Consenting Bank”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that any Lender delivers to -------------------- the Banks do not elect Borrower a certificate in accordance with Section 2.14(a) in connection with amounts payable pursuant to acquire Section 2.11, Section 2.12 or Section 2.13 or such Lender is required to make Loans as ABR Loans in accordance with Section 2.11(d) then, subject to Section 11.1 of the Participation Agreement, the Borrower may, at its own expense and in its sole discretion, (i) require such Lender to transfer or assign, in whole, without recourse (in accordance with Section 9.8), all of its interests, rights (except for rights to be indemnified for actions taken while a party hereunder) and obligations under this Agreement to a replacement bank or institution if the Non-Consenting Bank’s CommitmentBorrower (subject to Section 11.1 of the Participation Agreement), then with the Agent full cooperation of such Lender, can identify a Person who is ready, willing and able to be such replacement bank or institution with respect thereto and such replacement bank or institution (which may be another Lender) shall endeavor assume such assigned obligations, or (ii) during such time as no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Lender and prepay all outstanding Loans and such Lender; provided, however, that (x) subject to find Section 11.1 of the -------- ------- Participation Agreement, the Borrower or such replacement bank or institution, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on all the Loans made by it hereunder and all other amounts owed to it hereunder (and, if such Lender is also a new Bank Holder, all Holder Fundings and Holder Yield accrued and unpaid thereon), (y) any termination of Commitments shall be subject to the terms of Section 2.5(a) and (z) such assignment or Banks to acquire such remaining Commitment. Upon any such purchase termination of the Commitment of the Non-Consenting Banksuch Lender and prepayment of Loans does not conflict with any law, the Non-Consenting Bank’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date rule or regulation or order of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank court or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection with such assignmentGovernmental Authority.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by the Agent and the Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights and obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit I and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly (but in any event, no later than three (3) Business Days after receipt of such notice from Borrower) notify the remaining Banks Lenders (each such notice, the “Lender Offer Notice”) that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentCommitment within ten (10) Business Days of receipt of the Lender Offer Notice, then the Agent shall Borrower may endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment, such Lender or Lenders to be subject to the approval of Agent and Issuing Lender, such approval not to be unreasonably withheld. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Non‑Consenting Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.10 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting BankLender, and the Borrower shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank Lender hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank Lender hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event (i) Borrower requests that certain amendments, modifications modifications, consents or waivers be made to or under this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), (ii) Borrower becomes obligated to pay additional amounts to any Lender pursuant to §4.4 or §4.9, or any Lender gives notice of the occurrence of any circumstances described in §4.7 or §4.9, and in each case, such Lender has declined or is unable to designate a different lending office in accordance with §4.10, (iii) any Lender hereunder is a Defaulting Lender (any such Lender described in the foregoing clauses (i), (ii) or (iii) shall hereafter be referred to as an “Affected Lender”) then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, or, in the case of clause (ii) or (iii) above at any time after the occurrence of such event, Borrower shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Revolving Commitments (and as required pursuant to §18.1(a)(ii), such Affected Lender’s loans and commitments under the MGP/UPS Credit Facility). The Agent shall promptly notify the remaining Banks Lenders that each of such Banks shall Lenders shall, subject to §18.1(a)(ii), have the right, but not the obligation, to acquire a portion of the CommitmentRevolving Commitment and Loans, pro rata based upon their relevant Percentages (not including the Revolving Commitment Percentagesof the Affected Lender), of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankAffected Lender’s Loans and Revolving Commitment, then the Agent shall endeavor shall, subject to §18.1(a)(ii), use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Revolving Commitment. Upon any such purchase of the Loans and Revolving Commitment of the Non-Consenting BankAffected Lender, the Non-Consenting BankAffected Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Assumption Agreement in the form attached hereto as Exhibit C and such Non-Consenting BankAffected Lender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankAffected Lender’s Revolving Commitment and Loans shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankAffected Lender’s Revolving Commitment. No registration fee under §18.2 A Lender shall not be required in connection with to make any such assignmenttransfer and assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such transfer and assignment cease to apply.

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Facility Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement substantially in the form attached hereto as Exhibit D and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that Borrower may pay the amount of any interest, fees or other amounts (other than principal) owed to such assignmentNon-Consenting Lender).

Mandatory Assignment. In the event Borrower requests Borrowers request that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s Borrowers’ receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower Borrowers shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement acceptance agreement in the form attached hereto as Exhibit F and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiverif any. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting BankLender, and the Borrower Borrowers shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Borrowers to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including all accrued and unpaid interest or fees fees, which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s CommitmentCommitment (provided that the Borrowers may pay such interest, fees and other amounts (other than principal)). No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders, the Required Lenders or all of the Lenders directly affected thereby or another group of requisite Lenders and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event (i) Borrower requests that certain amendments, modifications modifications, consents or waivers be made to or under this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), (ii) Borrower becomes obligated to pay additional amounts to any Lender pursuant to §4.4 or §4.9, or any Lender gives notice of the occurrence of any circumstances described in §4.7 or §4.9, and in each case, such Lender has declined or is unable to designate a different lending office in accordance with §4.10, (iii) any Lender hereunder is a Defaulting Lender (any such Lender described in the foregoing clauses (i), (ii) or (iii) shall hereafter be referred to as an “Affected Lender”) then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, or, in the case of clause (ii) or (iii) above at any time after the occurrence of such event, Borrower shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Commitments. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment PercentagesPercentages (not including the Commitment of the Affected Lender), of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankAffected Lender’s Loans and Commitment, then the Agent shall endeavor use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Commitment Loans and Commitments of the Non-Consenting BankAffected Lender, the Non-Consenting BankAffected Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement assumption agreement in the form attached hereto as Exhibit C and such Non-Consenting BankAffected Lender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankAffected Lender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankAffected Lender’s Commitment. No registration fee under §18.2 A Lender shall not be required in connection with to make any such assignmenttransfer and assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such transfer and assignment cease to apply.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and 151 102175686\V-9 102175686\V-9 deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby or another group of requisite Lenders and is approved by Agent the Majority Lenders, but is not approved either (x) expressly disapproved by one or more of the Banks Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after Agent provides notice to such Lender (which notice shall be delivered by Agent promptly upon request by Borrower thereof) that such Lender shall be subject to the Non-Consenting Lender provisions of this §18.9 if it fails to respond to such request within such thirty (30) day period (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval disapproval, or such failure to respond within the thirty (30) day period prescribed in clause (y) above, by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or such other documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this §18.8, then such Non-Consenting Lender shall, to the extent permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance Agreement and/or such other documentation on behalf of such Non-Consenting Lender. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby or another group of requisite Lenders and is approved by Agent the Majority Lenders, 146 but is not approved either (x) expressly disapproved by one or more of the Banks Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after the Agent provides notice to such Lender (which notice shall be delivered by the Agent promptly upon request by the Borrower thereof) that such Lender shall be subject to the Non-Consenting Lender provisions of this §18.8 if it fails to respond to such request within such thirty (30) day period (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval disapproval, or such failure to respond within the thirty (30) day period prescribed in clause (y) above, by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or such other documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this §18.8, then such Non-Consenting Lender shall, to the extent permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance Agreement and/or such other documentation on behalf of such Non-Consenting Lender. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Non- Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankXxxxxx’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankXxxxxx’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Non- Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §2.3(c) which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event (i) Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), (ii) Borrower becomes obligated to pay additional amounts to any Lender pursuant to §4.4 or §4.9, or any Lender gives notice of the occurrence of any circumstances described in §4.10, (iii) any Lender with a Revolving Loan Commitment defaults in the obligation to make Revolving loans hereunder or is otherwise a Defaulting Lender (any such Lender shall hereafter be referred to as an “Affected Lender”) then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, or, in the case of clause (ii), (iii) or (iv) above at any time after the occurrence of such event, Borrower shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Commitments. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankAffected Lender’s Loans and Commitment, then the Agent shall endeavor use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Commitment Loans and Commitments of the Non-Consenting BankAffected Lender, the Non-Consenting BankAffected Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement assumption agreement in the form attached hereto as Exhibit C and such Non-Consenting BankAffected Lender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankAffected Lender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankAffected Lender’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Required Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right right, at its sole option, as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the AgentAgent and, as long as no Default or Event of Default has occurred, by Borrower). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor use its best efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon- Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non- Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, the Required Revolving Credit Lenders, the Required Term Loan Lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “"Non-Consenting Bank”Lender"), then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting Bank’s Lender's Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment, but Agent shall have no liability if no new Lenders are found. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting Bank’s Lender's interests in the Obligations Loans and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement acceptance agreement in the form reasonably required by Agent and such Non-Consenting Bank’s Lender's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Lender's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable breakage amount which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Lender's Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, Required Revolving Credit Lenders, Required Term Loan lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its US_ACTIVE\121755035\V-6 pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Revolving Credit Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Revolving Credit Commitment, pro rata based upon their relevant Revolving Credit Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Revolving Credit Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Revolving Credit Commitment. Upon any such purchase of the Revolving Credit Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit L and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Revolving Credit Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Revolving Credit Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty sixty (3060) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Non- Consenting Bank Lender within thirty sixty (3060) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights and obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s CommitmentCommitment (provided that the Borrower may pay to such Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender). No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event (i) Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), (ii) Borrower becomes obligated to pay additional amounts to any Lender pursuant to §4.4 or §4.9, or any Lender gives notice of the occurrence of any circumstances described in §4.10, or (iii) any Lender with a Revolving Loan Commitment defaults in the obligation to make Revolving loans hereunder or is otherwise a Defaulting Lender (any such Lender shall hereafter be referred to as an “Affected Lender”) then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, or, in the case of clause (ii) or (iii) above at any time after the occurrence of such event, Borrower shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Commitments. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankAffected Lender’s Loans and Commitment, then the Agent shall endeavor use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Commitment Loans and Commitments of the Non-Consenting BankAffected Lender, the Non-Consenting BankAffected Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement assumption agreement in the form attached hereto as Exhibit C and such Non-Consenting BankAffected Lender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankAffected Lender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankAffected Lender’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event Borrower requests Borrowers request that certain amendmentsany amendment, modifications modification or waivers waiver be made to this Agreement or any of the other Loan Documents which request is approved by the Agent but is not approved by one or more of the Banks Lenders or such Lender fails to respond within ten (10) days after the first date on which such consent was solicited in writing from the Lenders by the Agent (any such non-consenting Bank or non-responding Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s the expiration of such ten (10) day period (or, if earlier, Borrowers’ receipt of notice of such disapproval by such Non-Consenting BankLender), Borrower Borrowers shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of the earlier of expiration of such period or receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer all of its entire Commitmentinterests, rights and obligations under this Agreement (including all of its Commitment Percentage and Commitment and the same portion of the Loan at the time owing to it and the Notes held by it) (collectively, the “Transferred Interest”) to a Lender or a Replacement Lender. The Agent shall promptly (but in any event, no later than five (5) Business Days after receipt of such notice from Borrowers) notify the remaining Banks Lenders (each such notice, the “Lender Offer Notice”) that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the CommitmentTransferred Interest, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentTransferred Interest within ten (10) Business Days of receipt of the Lender Offer Notice, then the Agent shall Borrowers may endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitmentportion of the Transferred Interest, such Lender or Lenders to be subject to the approval of the Agent, such approval not to be unreasonably withheld (such Lender, the “Replacement Lender”). Upon any such purchase of the Commitment Transferred Interest of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interestTransferred Interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original NoteNote (if any). Notwithstanding anything in this §18.9 § 18.10 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment Transferred Interest of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting BankLender’s Commitment Transferred Interest shall equal the principal owed to such Non-Consenting BankLender, and the Borrower Borrowers shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Borrowers to the Non-Consenting Bank Lender hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank Lender hereunder or under any of the other Loan Documents if the Loans Loan were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s CommitmentTransferred Interest. No registration fee under §§ 18.2 shall be required in connection with such assignment. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Agent (but in any event, no later than five (5) Business Days) after the later of (i) the date on which the Replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this § 18.10, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and Borrowers shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such assigning Lender.

Mandatory Assignment. In the event Borrower requests Borrowers request that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after BorrowerParent’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower Borrowers shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Administrative Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, Commitments to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect an assignee reasonably acceptable to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Administrative Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment Commitments of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Administrative Agent to surrender and transfer such interest, including, without limitation, including an Assignment and 181 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment Commitments shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Borrowers to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to Section 4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitments (provided that Borrowers may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit H and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent the Administrative Agent, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting Bank, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Administrative Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeLender, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Administrative Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders which will approve such amendment, modification or waiver shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Administrative Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Administrative Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and which termination shall become automatically effective without signature or consent of the Non-Consenting Bank Lender. The Non-Consenting Lender shall promptly execute and deliver any and all documents reasonably requested by the Administrative Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in substantially the form attached hereto as Exhibit J and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiverNotes. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to Section 3.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved supported by Agent and which requires approval of any one or more Lenders, but is not approved by one or more of the Banks such Lender(s) (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty sixty (3060) days after the date of Borrower’s receipt of written notice of such disapproval by such Non-Consenting BankLender (or, if no such notice is received, within ninety (90) days after the date such request was made), the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such noticeperiod, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of (a) the Requisite Lenders or (b) all of the Lenders directly affected thereby and with respect to an item requiring approval of all Lenders is approved by Agent the Requisite Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Administrative Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Administrative Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment PercentagesPro Rata Shares, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Administrative Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Administrative Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Administrative Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Assumption Agreement in the form attached hereto as Exhibit D and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to Section 2.8(h) which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “"Non-Consenting Bank”"), then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s 's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s 's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement acceptance agreement in the form and substance reasonably acceptable to Agent and such Non-Consenting Bank’s 's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s 's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s 's Commitment. No registration fee under §Section 18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly (but in any event, no later than three (3) Business Days after receipt of such notice from Borrower) notify the remaining Banks Lenders (each such notice, the “Lender Offer Notice”) that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentCommitment within ten (10) Business Days of receipt of the Lender Offer Notice, then the Agent shall Borrower may endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment, such Lender or Lenders to be subject to the approval of Agent and Issuing Lender, such approval not to be unreasonably withheld. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.10 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting BankLender, and the Borrower shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank Lender hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank Lender hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “"Non-Consenting Bank”"), then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s 's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Non- Consenting Bank, the Non-Consenting Bank’s 's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement acceptance agreement in the form and substance reasonably acceptable to Agent and such Non-Consenting Bank’s 's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s 's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s 's Commitment. No registration fee under §Section 18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event (i) Borrower requests that certain amendments, modifications modifications, consents or waivers be made to or under this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), (ii) Borrower becomes obligated to pay additional amounts to any Lender pursuant to §4.4 or §4.9, or any Lender gives notice of the occurrence of any circumstances described in §4.7 or §4.9, and in each case, such Lender has declined or is unable to designate a different lending office in accordance with §4.10, (iii) any Lender hereunder is a Defaulting Lender (any such Lender described in the foregoing clauses (i), (ii) or (iii) shall hereafter be referred to as an “Affected Lender”) then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, or, in the case of clause (ii) or (iii) above at any time after the occurrence of such event, Borrower shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Commitments. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment PercentagesPercentages (not including the Commitment of the Affected Lender), of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankAffected Lender’s Loans and Commitment, then the Agent shall endeavor use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon 6231593.9\0334186 any such purchase of the Commitment Loans and Commitments of the Non-Consenting BankAffected Lender, the Non-Consenting BankAffected Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement assumption agreement in the form attached hereto as Exhibit C and such Non-Consenting BankAffected Lender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankAffected Lender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankAffected Lender’s Commitment. No registration fee under §18.2 A Lender shall not be required in connection with to make any such assignmenttransfer and assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such transfer and assignment cease to apply.

Mandatory Assignment. In the event Borrower requests the Borrowers request that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Required Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower the Borrowers shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the AgentAgent and, as long as no Default or Event of Default has occurred, by Borrower). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor use its best efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Borrowers to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrowers may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event (i) Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), (ii) Borrower becomes obligated to pay additional amounts to any Lender pursuant to § 4.4 or 4.9, or any Lender gives notice of the occurrence of any circumstances described in § 4.10, or (iii) any Lender with a Revolving Loan Commitment defaults in the obligation to make Revolving Loans hereunder (any such Lender, including a Non-Consenting Lender, shall hereafter be referred to as an “Affected Lender”) then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, or, in the case of clause (ii) or (iii) above at any time after the occurrence of such event, Borrower shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Commitments. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankAffected Lender’s Loans and Commitment, then the Agent shall endeavor use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Commitment Loans and Commitments of the Non-Consenting BankAffected Lender, the Non-Consenting BankAffected Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement assumption agreement in the form attached hereto as Exhibit C and such Non-Consenting BankAffected Lender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankAffected Lender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankAffected Lender’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly (but in any event, no later than three (3) Business Days after receipt of such notice from Borrower) notify the remaining Banks Lenders (each such notice, the “Lender Offer Notice”) that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentCommitment within ten (10) Business Days of receipt of the Lender Offer Notice, then the Agent shall Borrower may endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining CommitmentCommitment subject to and in accordance with §18.1, such Lender or Lenders to be subject to the approval of Agent and Issuing Lender, such approval not to be unreasonably withheld. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Non‑Consenting Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original NoteNotes. Notwithstanding anything in this §18.9 18.10 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting BankLender, and the Borrower shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank Lender hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank Lender hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event Borrower that Agent requests that certain amendments, modifications or waivers be made the consent of a Bank pursuant to Section 11.3 of this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any and such non-consenting Bank shall hereafter be referred not respond or reply to as the “Non-Consenting Bank”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank in writing within thirty (30) days of receipt delivery of such noticerequest, such Bank shall be deemed to elect to cause have denied the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify matter that was the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion subject of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent)request. In the event that Agent requests the Banks do not elect consent of a Bank pursuant to acquire all Section 11.3 of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance this Agreement and such Non-Consenting Bank’s original Note. Notwithstanding anything request is denied or deemed to have been denied, then Agent may, at its option, require such Bank to assign (i) its interest in this §18.9 the Loans, (ii) its Commitment, (iii) its Notes, and (iv) its interest in any Letter of Credit, to the contrary, any Agent or to another Bank or to any other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid Person designated by the acquiring Banks Agent (the "Designated Lender"), for a price equal to (a) such Bank's Commitment Percentage multiplied by the Non-Consenting Bank’s Commitment shall equal the principal owed to such Non-Consenting BankRevolving Credit Exposure, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all plus (b) accrued and unpaid interest and fees due such Bank, which interest and fees shall be paid when collected from Borrowers. In the event that Agent elects to require any Bank to assign its interest to Agent or fees which would be owed to the Designated Lender pursuant to this Section 11.10(C), Agent will so notify such Bank in writing within forty-five (45) days following such Bank's denial or deemed denial, and such Bank will assign its interest to Agent or the Designated Lender no later than five (5) days following receipt of such notice pursuant to an Assignment Agreement unless, in the case of a deemed denial, such Bank has actually consented to the subject request prior to such Non-Consenting date, in which case such Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall not be required in connection with such assignmentto assign its interest. 15. The Credit and Security Agreement is hereby amended to insert a new Section 5.25 and a new Section 5.26 thereto as follows:

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit H and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit HK and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “Non-Consenting Bank”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby or another group of requisite Lenders and is approved by Agent the Majority Lenders, but is not approved either (x) expressly disapproved by one or more of the Banks Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after Agent provides notice to such Lender (which notice shall be delivered by Agent promptly upon request by Borrower thereof) that such Lender shall be subject to the Non-Consenting Lender provisions of this Section 11.2(f) if it fails to respond to such request within such thirty (30) day period (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval disapproval, or such failure to respond within the thirty (30) day period prescribed in clause (y) above, by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Non- Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankXxxxxx’s original Note. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or such other documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which the Non- Consenting Lender receives all payments required to be paid to it by this Section 11.2(f), then such Non-Consenting Lender shall, to the extent permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance Agreement and/or such other documentation on behalf of such Non-Consenting Lender. Notwithstanding anything in this §18.9 Section 11.2(f) to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Non- Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to Section 4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire CommitmentLoan. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the CommitmentLoan, pro rata based upon their relevant Commitment Credit Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentLoan, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining CommitmentLoan. Upon any such purchase of the Commitment Loan of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights and obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit D and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment Loan shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans Loan were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loan (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, Required Revolving Credit Lenders, Required Term Loan lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit L and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Non- Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests Borrowers request that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Required Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after BorrowerParent’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower Borrowers shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Administrative Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, Commitment to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect an assignee reasonably acceptable to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Administrative Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Administrative Agent to surrender and transfer such interest, including, without limitation, including an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Borrowers to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to Section 4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that Borrowers may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer all of its entire Commitmentinterests, rights and obligations under this Agreement (including all of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it) (collectively, the “Transferred Interest”). The Agent shall promptly (but in any event, no later than three (3) Business Days after receipt of such notice from Borrower) notify the remaining Banks Lenders (each such notice, the “Lender Offer Notice”) that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the CommitmentTransferred Interest, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentTransferred Interest within ten (10) Business Days of receipt of the Lender Offer Notice, then the Agent shall Borrower may endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitmentportion of the Transferred Interest, such Lender or Lenders to be subject to the approval of Agent, such approval not to be unreasonably withheld (such Lender, the “Replacement Lender”). Upon any such purchase of the Commitment Transferred Interest of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interestTransferred Interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.10 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment Transferred Interest of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting BankLender’s Commitment Transferred Interest shall equal the principal owed to such Non-Consenting BankLender, and the Borrower shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank Lender hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank Lender hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s CommitmentTransferred Interest. No registration fee under §18.2 shall be required in connection with such assignment. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Agent (but in any event, no later than 2 Business Days) after the later of (i) the date on which the Replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this §18.10, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such assigning Lender.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby or another group of requisite Lenders and is approved by Agent the Majority Lenders, but is not approved either (x) expressly disapproved by one or more of the Banks Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after Agent provides notice to such Lender (which notice shall be delivered by Agent promptly upon request by Borrower thereof) that such Lender shall be subject to the Non-Consent Lender provisions of this §18.9 if it fails to respond to such request within such thirty (30) day period (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval disapproval, or such failure to respond within the thirty (30) day period prescribed in clause (y) above, by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event (i) Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), (ii) Borrower becomes obligated to pay additional amounts to any Lender pursuant to §4.4 or §4.9, or any Lender gives notice of the occurrence of any circumstances described in §4.10, or (iii) any Lender with a Revolving Loan Commitment defaults in the obligation to make Revolving loans hereunder or is otherwise a Defaulting Lender (any such Lender shall hereafter be referred to as an “Affected Lender”) then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, or, in the case of clause (ii) or (iii) above at any time after the occurrence of such event, Borrower shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Commitments. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankAffected Lender’s Loans and Commitment, then the Agent shall endeavor use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Commitment Loans and Commitments of the Non-Consenting BankAffected Lender, the Non-Consenting BankAffected Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement assumption agreement in the form attached hereto as Exhibit C and such Non-Consenting BankAffected Lender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankAffected Lender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankAffected Lender’s Commitment. No registration fee §18.9 Co-Agents, Syndication Agent, and Co-Documentation Agent. Agent may designate any Lender to be a “Co-Agent”, an “Arranger”, a “Syndication Agent”, a “Co-Documentation Agent” or similar title, but such designation shall not confer on such Lender the rights or duties of Agent. Any such “Co-Agent”, “Arranger”, a “Syndication Agent”, or a “Co-Documentation Agent” shall not have any additional rights or obligations under §18.2 shall be required in connection with such assignmentthe Loan Documents, except for those rights and obligations, if any, as a Lender.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby or another group of requisite Lenders and is approved by Agent the Majority Lenders, but is not approved either (x) expressly disapproved by one or more of the Banks Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after the Agent provides notice to such Lender (which notice shall be delivered by the Agent promptly upon request by the Borrower thereof) that such Lender shall be subject to the Non-Consenting Lender provisions of this §18.8 if it fails to respond to such request within such thirty (30) day period (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval disapproval, or such failure to respond within the thirty (30) day period prescribed in clause (y) above, by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or such other documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this §18.8, then such Non-Consenting Lender shall, to the extent permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance Agreement and/or such other documentation on behalf of such Non-Consenting Lender. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly (but in any event, no later than three (3) Business Days after receipt of such notice from Borrower) notify the remaining Banks Lenders (each such notice, the “Lender Offer Notice”) that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentCommitment within ten (10) Business Days of receipt of the Lender Offer Notice, then the Agent shall Borrower may endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining CommitmentCommitment subject to and in accordance with §18.1, such Lender or Lenders to be subject to the approval of Agent and Issuing Lender, such approval not to be unreasonably withheld. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original NoteNotes. Notwithstanding anything in this §18.9 18.10 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting BankLender, and the Borrower shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank Lender hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank Lender hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event (a) any Lender delivers to the Borrower requests that certain amendmentsany notice in accordance with Section 3.6, modifications 3.8, 3.9, or waivers be made 3.11, (b) any Lender defaults in its obligations to fund a Revolving Loan pursuant to this Agreement Credit Agreement, or (c) any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lender (any such non-consenting Bank shall hereafter be referred to as the “a "Non-Consenting Bank”)Lender") refuses to consent to an amendment, modification or waiver of this Credit Agreement that, pursuant to Section 11.6, requires 100% of the Lenders or 100% of the Lenders with Credit Party Obligations directly affected, then, within thirty provided that no Default or Event of Default has occurred and is continuing at such time, the Borrower may, at its own expense (30such expense to include any transfer fee payable to the Administrative Agent under Section 11.3(b)), and in its sole discretion require such Lender to transfer and assign in whole or in part, without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)), all or part of its interests, rights and obligations under this Credit Agreement to any assignee which shall assume such assigned obligations, provided that (i) days after Borrower’s receipt such assignee shall be an Eligible Assignee, (ii) such assignment shall not conflict with any law, rule or regulation or order of notice of any court or other Governmental Authority, (iii) the Borrower or such disapproval by such Non-Consenting Bank, Borrower assignee shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered paid to the Agent assigning Lender in immediately available funds the principal of and the Non-Consenting Bank within thirty (30) days of receipt of such notice, interest accrued to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and such payment on the Non-Consenting Bank shall promptly execute and deliver any Loans made by it hereunder and all documents reasonably requested by Agent other amounts owed to surrender and transfer such interest, it hereunder (including, without limitation, an Assignment any amounts owing pursuant to Section 3.6, 3.8, 3.9, or 3.11) and Acceptance Agreement and (iv) in the event such Lender is a Non-Consenting Bank’s original Note. Notwithstanding anything Lender, each assignee shall consent, at the time of such assignment, to each matter in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all respect of the assigned Commitment of the which such Lender was a Non-Consenting Bank must consent to Lender and the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Borrower also requires each other Lender that is a Non-Consenting Bank’s Commitment shall equal the principal owed Lender to such Non-Consenting Bankassign its interests, rights and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or obligations under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection with such assignmentthis Credit Agreement.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “"Non-Consenting Bank”"), then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s 's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s 's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement acceptance agreement in the form and substance reasonably acceptable to Agent and such Non-Consenting Bank’s 's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s 's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s 's Commitment. No registration fee under §Section 18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event Borrower requests Borrowers request that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after BorrowerParent’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower Borrowers shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Administrative Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, Commitments to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect an assignee reasonably acceptable to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Administrative Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment Commitments of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Administrative Agent to surrender and transfer such interest, including, without limitation, including an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment Commitments shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Borrowers to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to Section 4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitments (provided that Borrowers may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby or another group of requisite Lenders and is approved by Agent the Majority Lenders, but is not approved either (x) expressly disapproved by one or more of the Banks Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after Agent provides notice to such Lender (which notice shall be delivered by Agent promptly upon request by Borrower thereof) that such Lender shall be subject to the Non-Consenting Lender provisions of this §18.8 if it fails to respond to such request within such thirty (30) day period (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval disapproval, or such failure to respond within the thirty (30) day period prescribed in clause (y) above, by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLxxxxx’s original Note. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or such other documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this §18.8, then such Non-Consenting Lender shall, to the extent permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance Agreement and/or such other documentation on behalf of such Non-Consenting Lender. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “"Non-Consenting Bank”"), then, within thirty (30) days Business Days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s 's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s 's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit F and such Non-Consenting Bank’s 's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s 's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsBank, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to Section 4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection with 's Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Bank any interest, fees or other amounts (other than principal) owing to such Non-Consenting Bank).

Mandatory Assignment. In the event Borrower requests the Borrowers request that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Required Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after Borrower’s the Borrowers’ receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower the Borrowers shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the AgentAgent and, as long as no Default or Event of Default has occurred, by Borrowers). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor use its best efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Borrowers to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrowers may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Xxxxxx).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit L and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires the prior approval of all Lenders or all affected Lenders and which request is approved by Agent the Required Lenders but is not approved by one all Lenders or more of the Banks all affected Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchasepurchase except that its indemnification rights hereunder shall survive, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit K and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignment.Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender)

Mandatory Assignment. In the event Borrower requests (i) Borrowers request that certain amendments, modifications modifications, consents or waivers be made to or under this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), (ii) Borrowers become obligated to pay additional amounts to any Lender pursuant to §4.4 or §4.9, or any Lender gives notice of the occurrence of any circumstances described in §4.7 or §4.9, and in each case, such Lender has declined or is unable to designate a different lending office in accordance with §4.10, (iii) any Lender hereunder is a Defaulting Lender (any such Lender described in the foregoing clauses (i), (ii) or (iii) shall hereafter be referred to as an “Affected Lender”) then, within thirty (30) days after Lead Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower or, in the case of clause (ii) or (iii) above at any time after the occurrence of such event, Borrowers shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Commitments. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment PercentagesPercentages (not including the Commitment of the Affected Lender), of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankAffected Lender’s Loans and Commitment, then the Agent shall endeavor use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Commitment Loans and Commitments of the Non-Consenting BankAffected Lender, the Non-Consenting BankAffected Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement assumption agreement in the form attached hereto as Exhibit C and such Non-Consenting BankAffected Lender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankAffected Lender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower Borrowers to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankAffected Lender’s Commitment. No registration fee under §18.2 A Lender shall not be required in connection with to make any such assignmenttransfer and assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such transfer and assignment cease to apply.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire CommitmentLoan. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the CommitmentLoan, pro rata based upon their relevant Commitment Credit Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s CommitmentLoan, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining CommitmentLoan. Upon any such purchase of the Commitment Loan of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights and obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit F and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment Loan shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans Loan were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loan (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby or another group of requisite Lenders and is approved by Agent the Majority Lenders, but is not approved either (x) expressly disapproved by one or more of the Banks Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after Agent provides notice to such Lender (which notice shall be delivered by Agent promptly upon request by Borrower thereof) that such Lender shall be subject to the Non-Consenting Lender provisions of this §18.8 if it fails to respond to such request within such thirty (30) day period (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval disapproval, or such failure to respond within the thirty (30) day period prescribed in clause (y) above, by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Loans and Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Loans and Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Loans and Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or such other documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which the Non-Consenting Lender receives all payments required to be paid to it by this §18.8, then such Non-Consenting Lender shall, to the extent permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance Agreement and/or such other documentation on behalf of such Non-Consenting Lender. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Loans and Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Loans and Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Loans and Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event (i) Borrower requests that certain amendments, modifications modifications, consents or waivers be made to or under this Agreement or any of the other Loan Documents which request is approved by Agent or Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “"Non-Consenting Bank”Lender"), (ii) Borrower becomes obligated to pay additional amounts to any Lender pursuant to §4.4 or §4.9, or any Lender gives notice of the occurrence of any circumstances described in §4.7 or §4.9, and in each case, such Lender has declined or is unable to designate a different lending office in accordance with §4.10, (iii) any Lender hereunder is a Defaulting Lender (any such Lender described in the foregoing clauses (i), (ii) or (iii) shall hereafter be referred to as an "Affected Lender") then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting BankLender, or, in the case of clause (ii) or (iii) above at any time after the occurrence of such event, Borrower shall have the right as to such Non-Consenting BankAffected Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such noticeAffected Lender, to elect to cause the Non-Consenting Bank Affected Lender to transfer its entire CommitmentLoans and Commitments. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment PercentagesPercentages (not including the Commitment of the Affected Lender), of the Non-Consenting Bank Affected Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting Bank’s Affected Lender's Loans and Commitment, then the Agent shall endeavor use commercially reasonable efforts to find a new Bank Lender or Banks Lenders to acquire such remaining Loans and Commitment. Upon any such purchase of the Commitment Loans and Commitments of the Non-Consenting BankAffected Lender, the Non-Consenting Bank’s Affected Lender's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Affected Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Assumption Agreement in the form attached hereto as Exhibit C and such Non-Consenting Bank’s Affected Lender's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Affected Lender's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsAffected Lender, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Affected Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Affected Lender's Commitment. No registration fee under §18.2 A Lender shall not be required in connection with to make any such assignmenttransfer and assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such transfer and assignment cease to apply.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, the LKE Required Lenders, the Required Revolving Credit Lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting BankLender, Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly (but in any event, no later than three (3) Business Days after receipt of such notice from Borrower) notify the remaining Banks Lenders (each such notice, the “Lender Offer Notice”) that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting Bank’s CommitmentLender's Commitment within ten (10) Business Days of receipt of the Lender Offer Notice, then the Agent shall Borrower may endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment, such Lender or Lenders to be subject to the approval of Agent and Issuing Lender, such approval not to be unreasonably withheld. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting Bank’s Lender's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Non Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank’s Lender's original Note. Notwithstanding anything in this §18.9 18.10 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks Lenders for the Non-Consenting Bank’s Lender's Commitment shall equal the principal owed to such Non-Consenting BankLender, and the Borrower shall pay to such Non-Consenting Bank Lender in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank Lender hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank Lender hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Lender's Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent and the Required Lenders but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights and obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit I and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “"Non-Consenting Bank”"), then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s 's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s 's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement acceptance agreement in the form attached hereto as EXHIBIT F and such Non-Consenting Bank’s 's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s 's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsBank, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s 's Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Majority Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Revolving Credit Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Revolving Credit Commitment, pro rata based upon their relevant Revolving Credit Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Revolving Credit Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Revolving Credit Commitment. Upon any such purchase of the Revolving Credit Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit L and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 18.8 to the contrary, any Bank Lender or other Bank Lender assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank Lender must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Revolving Credit Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Revolving Credit Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent requires approval of the Required Lenders, the Borrowing Base Majority Lenders, the Required Revolving Credit Lenders, the Required Term Loan A Lenders, the Required Term Loan B Lenders, all of the Lenders or all of the Lenders directly affected thereby but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank Note or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiverNotes. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by Agent the Required Lenders, but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.7 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “"Non-Consenting Bank”"), then, within thirty (30) days after Borrower’s 's receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s 's Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s 's interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment assignment and Acceptance Agreement acceptance agreement in the form attached hereto as Exhibit C and such Non-Consenting Bank’s 's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s 's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsBank, including principal and all accrued and unpaid interest or fees, plus any applicable prepayment fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s 's Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

Mandatory Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after the Borrower’s 's receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting Bank’s Lender's Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting Bank’s Lender's interests in the Obligations and its rights and obligations hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit I and such Non-Consenting Bank’s Lender's original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Lender's Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by the Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection with Lender's Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower the Borrowers’ Representative requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires the prior approval of all Lenders or all affected Lenders and which request is approved by Agent the Required Lenders but is not approved by one all Lenders or more of the Banks all affected Lenders (any such non-consenting Bank Lender shall hereafter be referred to as the “Non-Consenting BankLender”), then, within thirty (30) days Business Days after Borrowerthe Borrowers’ Representative’s receipt of notice of such disapproval by such Non-Consenting BankLender, the Borrower shall have the right as to such Non-Consenting BankLender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank Lender within thirty (30) days Business Days of receipt of such notice, to elect to cause the Non-Consenting Bank Lender to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks Lenders that each of such Banks Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank Lender (or if any of such Banks Lenders does not elect to purchase its pro rata share, then to such remaining Banks Lenders in such proportion as approved by the Agent). In the event that the Banks Lenders do not elect to acquire all of the Non-Consenting BankLender’s Commitment, then the Agent shall endeavor to find a new Bank Lender or Banks Lenders to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting BankLender, the Non-Consenting BankLender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchasepurchase except that its indemnification rights hereunder shall survive, and the Non-Consenting Bank Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit K and such Non-Consenting BankLender’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting BankLender’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan DocumentsLender, including principal and all accrued and unpaid interest or fees fees, plus any applicable amounts payable pursuant to §4.8 which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting BankLender’s Commitment. No registration fee under §18.2 shall be required in connection with Commitment (provided that the Borrower may pay to such assignmentNon-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

Mandatory Assignment. In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “Non-Consenting Bank”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that any Holder delivers to the Banks do not elect Owner Trustee a certificate pursuant to acquire all Section 3.11(a) in connection with amounts payable pursuant to Section 3.9 or Section 3.10, or such Holder is required to make Holder Fundings as Base Rate Holder Fundings in accordance with Section 3.9(d) then the Owner Trustee may, at its own expense and in its sole discretion, (i) require such Holder to transfer or assign, in whole or in part, without recourse (in accordance with Section 12.1 of the Non-Consenting Bank’s CommitmentParticipation Agreement), then all or part of its interests, rights (except for rights to be indemnified for actions taken while a party hereunder) and obligations under this Agreement to a replacement bank or institution if the Agent Owner Trustee, with the full cooperation of such Holder, can identify a Person who is ready, willing and able to be such replacement bank or institution with respect thereto and such replacement bank or institution (which may be another Holder) shall endeavor to find a new Bank assume such assigned obligations, or Banks to acquire (ii) during such remaining Commitment. Upon any such purchase time as no Default or Event of Default has occurred and is continuing, terminate the Holder Commitment of such Holder and prepay all outstanding Holder Fundings of such Holder; provided, however, that (x) the Non-Consenting BankOwner Trustee or such replacement bank or institution, as the Non-Consenting Bank’s interests case may be, shall have paid to such Holder in immediately available funds the Obligations principal amount of and its rights hereunder and under the Loan Documents shall terminate at Holder Yield accrued to the date of purchase, and such payment on the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested Holder Fundings made by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any it hereunder and all other amounts outstanding owed to it hereunder (and, if such Holder is also a Lender, the principal amount of all Loans and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all interest accrued and unpaid interest or fees which would thereon), (y) any termination of Holder Commitments shall be owed accompanied by a pro rata reduction of Commitments for Loans subject to such Non-Consenting Bank hereunder or under any the terms of Section 2.5(a) of the other Loan Documents if Credit Agreement and (z) such assignment or termination of the Loans were to be repaid in full on the date Holder Commitment of such purchase Holder and prepayment of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection Holder Fundings does not conflict with such assignmentany law, rule or regulation or order of any court or other Governmental Authority.