Common use of Non-Accepting Lender Clause in Contracts

Non-Accepting Lender. Provided that Tranche B Required Lenders provide notice to US Agent under Section 1.1(c)(i) that they accept the Request for an Offer of Extension, on notice of US Borrower to US Agent, US Borrower shall be entitled to choose any of the following in respect of each Non-Accepting Lender prior to the expiration of the Tranche B Revolving Period, provided that if US Borrower does not make an election prior to the expiration of the Tranche B Revolving Period, US Borrower shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(i): (i) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian Loans shall be canceled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian Maximum Credit Amount shall be reduced by the amount so canceled, and on or prior to the Extension Date US Borrower shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(2)), or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders, for the purchase, assignment and assumption of the Tranche B Loans and the Canadian Obligations of the Non-Accepting Lender, and the related rights and obligations of such Non-Accepting Lender under the Loan Documents, provided that any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, Canadian Obligations and related rights and obligations, and such Non-Accepting Lender shall be obligated to sell such Obligations in accordance with such satisfactory arrangements. In connection with any such replacement of a Tranche B Lender pursuant to this Section 1.1(e), US Borrower shall pay all costs that would have been due to such Tranche B Lender pursuant to Section 3.6 if such Tranche B Lender's US Loans had been prepaid at the time of such replacement.

Non-Accepting Lender. Provided that Tranche B Required Lenders representing more than 50% but less than 100% of the Commitment Amount provide notice to US the Agent under Section 1.1(c)(i3.2(b)(i) that they accept the Request for an Offer of Extension, on notice of US the Borrower to US the Agent, US the Borrower shall be entitled to choose any of the following in respect of each Lender who does not accept a Request for an Offer of Extension (each a "Non-Accepting Lender Lender") prior to the expiration of the Tranche B Revolving Period, provided that if US the Borrower does not make an election prior to the expiration of the Tranche B Revolving Period, US the Borrower shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(i3.4(a)(i): (ia) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian Loans Commitment shall be canceled cancelled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian Maximum Credit Amount Revolving Commitment shall be reduced by the amount so canceledsuch cancellation, and all Obligations then outstanding to the Non- Accepting Lender shall, at the option of the Borrower, either (i) become a Term Loan pursuant to Section 3.3 or (ii) on or prior to the Extension Date US Date, be repaid in full; (b) the Borrower shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(2)), or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Canadian Resident Lenders or new Non-resident Lenders, for having regard to the purchase, assignment and assumption of the Tranche B Loans and the Canadian Obligations identity of the Non-Accepting Lender, and for the related rights and obligations purchase of the Revolving Commitment of such Non-Non- Accepting Lender under the Loan Documents, provided that any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, Canadian Obligations and related rights and obligations, and such Non-Accepting Lender shall be obligated to sell such Obligations its Revolving Commitment in accordance with such satisfactory arrangements. In connection with any ; or (c) the Borrower may elect to revoke and cancel the Request for an Offer of Extension by giving notice of such replacement of a Tranche B Lender pursuant revocation and cancellation to this Section 1.1(ethe Agent (which shall promptly notify the Lenders thereof), US Borrower and concurrently therewith, shall pay have the option to (i) cancel the total Commitment Amount and, subject to the notice requirements set forth in Section 5.2 and to the provisions of Sections 8.2 and 9.5, repay in full all costs that would Obligations under the Documents, or (ii) have been due to such Tranche B Lender the Outstandings on the Conversion Date become a Term Loan pursuant to Section 3.6 if such Tranche B Lender's US Loans had been prepaid at the time of such replacement3.3.

Non-Accepting Lender. Provided that Tranche B Required Lenders whose Percentage Shares represent more than 50% but less than 100% of the Canadian Maximum Credit Amount provide notice to US Agent under Section 1.1(c)(i1.6(a) that they accept the Request for an Offer of Extension, on notice of US Borrower Canadian Borrowers to US Agent, US Borrower Canadian Borrowers shall be entitled to choose any of the following in respect of each Non-Accepting Lender prior to the expiration of the Tranche B Canadian Revolving Period, provided that if US Borrower does Canadian Borrowers do not make an election prior to the expiration of the Tranche B Canadian Revolving Period, US Borrower Canadian Borrowers shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(i1.8(b)(ii): (i) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian Loans Advances shall be canceled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian Maximum Credit Amount shall be reduced by the amount so canceled, and on or prior to the Extension Date US Borrower the Canadian Borrowers shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(21.6(a)(ii))) , or or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders, for the purchase, assignment and assumption of the Tranche B Loans all Canadian Obligations and the Canadian US Obligations of the Non-Accepting Lender, and the related rights and obligations of such Non-Accepting Lender under the Loan Documents, provided that any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, both Canadian Obligations and related rights and obligationsUS Obligations, and such Non-Accepting Lender shall be obligated to sell such Obligations in accordance with such satisfactory arrangements; or (b) Canadian Borrowers may elect to revoke and cancel the Request for an Offer of Extension by giving notice of such revocation and cancellation to Agent (which shall promptly notify the Lenders thereof), and concurrently therewith, shall have the option to (i) cancel the obligations of Lenders under the Canadian Agreement and, subject to the notice requirements set forth in Section 1.6(a) and to the provisions of Article III, repay in full all Canadian Obligations, or (ii) have the outstanding Canadian Loans that are not Competitive Bid Loans on the Conversion Date become term loans as provided in Section 1.7. In connection with any such replacement of a Tranche B Lender Party pursuant to this Section 1.1(e)1.8, US the applicable Canadian Borrower shall pay all costs that would have been due to such Tranche B Lender Party pursuant to Section 3.6 if such Tranche B LenderLender Party's US Loans Canadian Advances had been prepaid at the time of such replacement.

Non-Accepting Lender. Provided that Tranche B Canadian Required Lenders provide notice to US Agent under Section 1.1(c)(i1.6(a) that they accept the Request for an Offer of Extension, on notice of US Borrower Canadian Borrowers to US Agent, US Borrower Canadian Borrowers shall be entitled to choose any of the following in respect of each Non-Accepting Lender prior to the expiration of the Tranche B Canadian Revolving Period, provided that if US Borrower does Canadian Borrowers do not make an election prior to the expiration of the Tranche B Canadian Revolving Period, US Borrower Canadian Borrowers shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(i1.8(b)(ii): (i) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian Loans Advances shall be canceled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian Maximum Credit Amount shall be reduced by the amount so canceled, and on or prior to the Extension Date US Borrower the Canadian Borrowers shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(21.6(a)(ii))) , or or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders, for the purchase, assignment and assumption of the Tranche B Loans all Canadian Obligations and the Canadian US Obligations of the Non-Accepting Lender, and the related rights and obligations of such Non-Accepting Lender under the Loan Documents, provided that any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, both Canadian Obligations and related rights and obligationsUS Obligations, and such Non-Accepting Lender shall be obligated to sell such Obligations in accordance with such satisfactory arrangements; or (b) Canadian Borrowers may elect to revoke and cancel the Request for an Offer of Extension by giving notice of such revocation and cancellation to Agent (which shall promptly notify the Lenders thereof), and concurrently therewith, shall have the option to (i) cancel the obligations of Lenders under the Canadian Agreement and, subject to the notice requirements set forth in Section 1.6(a) and to the provisions of Article III, repay in full all Canadian Obligations, or (ii) have the outstanding Canadian Loans that are not Competitive Bid Loans on the Canadian Conversion Date become term loans as provided in Section 1.7. In connection with any such replacement of a Tranche B Lender Party pursuant to this Section 1.1(e)1.8, US the applicable Canadian Borrower shall pay all costs that would have been due to such Tranche B Lender Party pursuant to Section 3.6 if such Tranche B LenderLender Party's US Loans Canadian Advances had been prepaid at the time of such replacement.

Non-Accepting Lender. Provided that Tranche B Required Lenders whose Percentage Shares represent more than 50% but less than 100% of the Canadian Maximum Credit Amount provide notice to US Agent under Section 1.1(c)(i1.6(a) that they accept the Request for an Offer of Extension, on notice of US Borrower Canadian Borrowers to US Agent, US Borrower Canadian Borrowers shall be entitled to choose any of the following in respect of each Non-Accepting Lender prior to the expiration of the Tranche B Canadian Revolving Period, provided that if US Borrower does Canadian Borrowers do not make an election prior to the expiration of the Tranche B Canadian Revolving Period, US Borrower Canadian Borrowers shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(i1.8(b): (i) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian Loans Advances shall be canceled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian Maximum Credit Amount shall be reduced by the amount so canceled, and on or prior to the Extension Date US Borrower the Canadian Borrowers shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(21.6(a)(ii))) , or or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders, for the purchase, assignment and assumption of the Tranche B Loans all Canadian Obligations and the Canadian US Obligations of the Non-Accepting Lender, and the related rights and obligations of such Non-Accepting Lender under the Loan Documents, provided that any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, both Canadian Obligations and related rights and obligationsUS Obligations, and such Non-Accepting Lender shall be obligated to sell such Obligations in accordance with such satisfactory arrangements; or (b) Canadian Borrowers may elect to revoke and cancel the Request for an Offer of Extension by giving notice of such revocation and cancellation to Agent (which shall promptly notify the Lenders thereof), and concurrently therewith, shall have the option to (i) cancel the obligations of Lenders under the Canadian Agreement and, subject to the notice requirements set forth in Section 1.6(a) and to the provisions of Article III, repay in full all Canadian Obligations, 9 or (ii) have the outstanding Canadian Loans that are not Competitive Bid Loans on the Conversion Date become term loans as provided in Section 1.7. In connection with any such replacement of a Tranche B Lender Party pursuant to this Section 1.1(e)1.8, US the applicable Canadian Borrower shall pay all costs that would have been due to such Tranche B Lender Party pursuant to Section 3.6 if such Tranche B LenderLender Party's US Loans Canadian Advances had been prepaid at the time of such replacement.

Non-Accepting Lender. Provided that Tranche B Required Lenders whose Percentage Shares represent more than 50% but less than 100% of the US Maximum Credit Amount provide notice to US Agent under Section 1.1(c)(i) that they accept the Request for an Offer of Extension, on notice of US Borrower to US Agent, US Borrower shall be entitled to choose any of the following in respect of each Non-Accepting Lender prior to the expiration of the Tranche B Revolving Period, provided that if US Borrower does not make an election prior to the expiration of the Tranche B Revolving Period, US Borrower shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(i): (i) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian US Loans shall be canceled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian US Maximum Credit Amount shall be reduced by the amount so canceled, and on or prior to the Extension Date the US Borrower shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(2)), or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders, for the purchase, assignment and assumption of the Tranche B Loans all Canadian Obligations and the Canadian US Obligations of the Non-Accepting Lender, and the related rights and obligations of such Non-Accepting Lender under the Loan Documents, provided that any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, both Canadian Obligations and related rights and obligationsUS Obligations, and such Non-Accepting Lender shall be obligated to sell such Obligations in accordance with such satisfactory arrangements. In connection with any such replacement of a Tranche B Lender Party pursuant to this Section 1.1(e), US Borrower shall pay all costs that would have been due to such Tranche B Lender Party pursuant to Section 3.6 if such Tranche B LenderLender Party's US Loans had been prepaid at the time of such replacement.

Non-Accepting Lender. Provided that Tranche B Required Lenders whose Percentage represents more than 50% but less than 100% of the Revolving Loan Commitment Amount provide notice to US Agent under Section 1.1(c)(iSECTION 2.7.1 (a) that they accept the Request for an Offer of Extension, on notice of US Borrower to US the Canadian Administrative Agent, US Borrower shall be entitled to choose any of the following in respect of each Non-Accepting Lender prior to the expiration of the Tranche B Revolving Loan Availability Period, provided that PROVIDED, THAT if US Borrower does not make an election prior to the expiration of the Tranche B Revolving Loan Availability Period, US Borrower shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(iSECTION 2.7.3(b)(ii): (a) (i) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian Loans shall be canceled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian Maximum Credit Revolving Loan Commitment Amount shall be reduced by the amount so canceled, and on or prior to the Extension Date US the Borrower shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(2SECTION 2.7.1(a)(ii)), or or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders, for the purchase, assignment and assumption of all Obligations hereunder and Obligations under the Tranche B Loans and the Canadian Obligations U.S. Credit Agreement of the Non-Accepting Lender, and the related rights and obligations of such Non-Accepting Lender under the Loan DocumentsPROVIDED, provided that THAT any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, Canadian both Obligations hereunder and related rights and obligationsObligations under the U.S. Credit Agreement, and such Non-Accepting Lender shall be obligated to sell such Obligations in accordance with such satisfactory arrangements; or (b) Borrower may elect to revoke and cancel the Request for an Offer of Extension by giving notice of such revocation and cancellation to Canadian Administrative Agent (which shall promptly notify the Lenders thereof), and concurrently therewith, shall have the option to (i) cancel the obligations of Lenders under the Agreement and, subject to the notice requirements set forth in SECTION 2.7.1(a) and to the provisions of ARTICLE III, repay in full all Obligations, or (ii) have the outstanding Revolving Loans on the Continuation Date become Term Loans as provided in SECTION 2.7.2. In connection with any such replacement of a Tranche B Lender pursuant to this Section 1.1(e)SECTION 2.7.3, US the Borrower shall pay all costs that would have been due to such Tranche B Lender pursuant to Section 3.6 SECTION 4.4 if such Tranche B Lender's US Loans had been prepaid at the time of such replacement.

Non-Accepting Lender. Provided that Tranche B Required Lenders whose Percentage Shares represent more than 50% but less than 100% of the Canadian Maximum Credit Amount provide notice to US Agent under Section 1.1(c)(i1.6(a) that they accept the Request for an Offer of Extension, on notice of US Borrower Canadian Borrowers to US Agent, US Borrower Canadian Borrowers shall be entitled to choose any of the following in respect of each Non-Accepting Lender prior to the expiration of the Tranche B Canadian Revolving Period, provided that if US Borrower does Canadian Borrowers do not make an election prior to the expiration of the Tranche B Canadian Revolving Period, US Borrower Canadian Borrowers shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(i1.8(b)(ii): (i) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian Loans Advances shall be canceled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian Maximum Credit Amount shall be reduced by the amount so canceled, and on or prior to the Extension Date US Borrower the Canadian Borrowers shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(21.6(a)(ii)), or or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders, for the purchase, assignment and assumption of the Tranche B Loans all Canadian Obligations and the Canadian US Obligations of the Non-Accepting Lender, and the related rights and obligations of such Non-Accepting Lender under the Loan Documents, provided that any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, both Canadian Obligations and related rights and obligationsUS Obligations, and such Non-Accepting Lender shall be obligated to sell such Obligations in accordance with such satisfactory arrangements; or (b) Canadian Borrowers may elect to revoke and cancel the Request for an Offer of Extension by giving notice of such revocation and cancellation to Agent (which shall promptly notify the Lenders thereof), and concurrently therewith, shall have the option to (i) cancel the obligations of Lenders under the Canadian Agreement and, subject to the notice requirements set forth in Section 1.6(a) and to the provisions of Article III, repay in full all Canadian Obligations, or (ii) have the outstanding Canadian Loans that are not Competitive Bid Loans on the Conversion Date become term loans as provided in Section 1.7. In connection with any such replacement of a Tranche B Lender Party pursuant to this Section 1.1(e)1.8, US the applicable Canadian Borrower shall pay all costs that would have been due to such Tranche B Lender Party pursuant to Section 3.6 if such Tranche B LenderLender Party's US Loans Canadian Advances had been prepaid at the time of such replacement.

Non-Accepting Lender. Provided that Tranche B Required Lenders whose Percentage Shares represent more than 50% but less than 100% of the US Maximum Credit Amount provide notice to US Agent under Section 1.1(c)(i) that they accept the Request for an Offer of Extension, on notice of US Borrower to US Agent, US Borrower shall be entitled to choose any of the following in respect of each Non-Accepting Lender prior to the expiration of the Tranche B Revolving Period, provided that if US Borrower does not make an election prior to the expiration of the Tranche B Revolving Period, US Borrower shall be deemed to have irrevocably elected to exercise the provisions of Section 1.1(e)(i): (i) the Non-Accepting Lender's obligations to make Tranche B Loans and Canadian US Loans shall be canceled as of the Extension Date, the Tranche B Maximum Credit Amount and the Canadian US Maximum Credit Amount shall be reduced by the amount so canceled, and on or prior to the Extension Date the US Borrower shall repay in full all Tranche B Loans and all Canadian Obligations then outstanding to the Non-Accepting Lender (as defined in Section 1.1(c)(i)(2)), or (ii) replace the Non-Accepting Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders, for the purchase, assignment and assumption of the Tranche B Loans all Canadian Obligations and the Canadian US Obligations of the Non-Accepting Lender, and the related rights and obligations of such Non-Accepting Lender under the Loan Documents, provided that any new Tranche B Lender, with, if necessary, any Affiliate, shall take a pro rata assignment of such Tranche B Loans, both Canadian Obligations and related rights and obligationsUS Obligations, and such Non-Non- Accepting Lender shall be obligated to sell such Obligations in accordance with such satisfactory arrangements. In connection with any such replacement of a Tranche B Lender Party pursuant to this Section 1.1(e), US Borrower shall pay all costs that would have been due to such Tranche B Lender Party pursuant to Section 3.6 if such Tranche B LenderLender Party's US Loans had been prepaid at the time of such replacement.