Common use of Non-Consenting Lender Clause in Contracts

Non-Consenting Lender. (i) Each Borrower, LC Issuer and each Lender grants to Administrative Agent the option (without any obligation, however), to purchase all (but not less than all) of a Non-Consenting Lender’s portion of the Revolving Commitments, the Loans, and LC Obligations owing to it and any Notes held by it and all of its rights and obligations hereunder and under the other Loan Documents at a price equal to the outstanding principal amount of the Loans and LC Obligations for unreimbursed draws payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and any accrued but unpaid commitment fee arising under Section 3.2(b) and Letter of Credit Fees arising under Section 3.2(c) owing to such Non-Consenting Lender plus the amount necessary to Cash Collateralize any Letters of Credit issued by such Non-Consenting Lender (if any). If Administrative Agent exercises its option under this Section, the Non-Consenting Lender shall promptly execute and deliver to Administrative Agent any Assignment Agreement and other agreements and documentation which Administrative Agent shall determine are necessary to effect such assignment and which are provided to such Non-Consenting Lender. If the Non-Consenting Lender fails for whatever reason to execute and delivery such Assignment Agreement and other documentation within three (3) Business Days after the date of its receipt thereof, then Administrative Agent shall have the power to do so as power of attorney for such Non-Consenting Lender and any execution and delivery of such Assignment Agreement and such other documentation by Administrative Agent under such power of attorney shall binding upon such Non-Consenting Lender. Administrative Agent may assign its purchase option and powers under this Section to any Eligible Assignee if such assignment otherwise complies with the requirements of Section 14.1.

Non-Consenting Lender. In the event that any Lender or Lenders refuse to approve any waiver or amendment the Agent deems advisable, then the Agent may or, so long as no Event of Default has occurred and is continuing, the Borrower Representative may (but neither shall be obligated to), upon notice to such Lender (and the Agent, if applicable), require such Lender to assign and delegate without recourse (in accordance with and subject to the restrictions contained in Section 13.11), all of its interests, rights, duties and obligations under this Agreement and the Credit Documents to an Assignee Lender that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) Each Borrowerif it is an assignment at the request of the Borrower Representative, LC Issuer the Borrower Representative shall have received the prior written consent of the Agent (and each Lender grants to Administrative Agent if a Revolving Loan Commitment is being assigned, the option (without any obligation, howeverIssuer), which consent shall not unreasonably be withheld or delayed, as to purchase all any such assignment which is made to any Person other than a then existing Lender, (but not less than allii) of a Non-Consenting Lender’s portion if it is an assignment at the request of the Revolving CommitmentsAgent and no Event of Default has occurred and is continuing, the Borrower Representative (and if a Revolving Loan Commitment is being assigned, the Issuer) shall have consented to such assignment which consents shall not be unreasonably withheld or delayed and (iii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans, and LC Obligations owing participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it and any Notes held by it and all of its rights and obligations hereunder and under the other Loan Documents at a price equal Credit Documents, from the assignee (to the outstanding principal amount of the Loans and LC Obligations for unreimbursed draws payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and any accrued but unpaid commitment fee arising under Section 3.2(b) and Letter of Credit Fees arising under Section 3.2(c) owing to such Non-Consenting Lender plus the amount necessary to Cash Collateralize any Letters of Credit issued by such Non-Consenting Lender (if any). If Administrative Agent exercises its option under this Section, the Non-Consenting Lender shall promptly execute and deliver to Administrative Agent any Assignment Agreement and other agreements and documentation which Administrative Agent shall determine are necessary to effect such assignment and which are provided to such Non-Consenting Lender. If the Non-Consenting Lender fails for whatever reason to execute and delivery such Assignment Agreement and other documentation within three (3) Business Days after the date of its receipt thereof, then Administrative Agent shall have the power to do so as power of attorney for such Non-Consenting Lender and any execution and delivery extent of such Assignment Agreement outstanding principal, accrued interest and such accrued fees) or the Borrowers (in the case of all other documentation by Administrative Agent under such power of attorney shall binding upon such Non-Consenting Lender. Administrative Agent may assign its purchase option and powers under this Section to any Eligible Assignee if such assignment otherwise complies with the requirements of Section 14.1amounts).

Non-Consenting Lender. whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (i) Each Borrowerthe "Terminated Lender"), LC Issuer and each Lender grants Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a "Replacement Lender") in accordance with the option provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (without 1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Company shall pay any obligation, howeveramounts payable to such Terminated Lender pursuant to Section 2.13(c), 2.14 or 2.15 or otherwise and Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to purchase all Section 10.6 and in connection with the assignment; and (but not less than all3) of in the event such Terminated Lender is a Non-Consenting Lender’s portion of the Revolving Commitments, the Loans, and LC Obligations owing to it and any Notes held by it and all of its rights and obligations hereunder and under the other Loan Documents at a price equal to the outstanding principal amount of the Loans and LC Obligations for unreimbursed draws payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and any accrued but unpaid commitment fee arising under Section 3.2(b) and Letter of Credit Fees arising under Section 3.2(c) owing to such Non-Consenting Lender plus the amount necessary to Cash Collateralize any Letters of Credit issued by such Non-Consenting Lender (if any). If Administrative Agent exercises its option under this Section, the Non-Consenting each Replacement Lender shall promptly execute and deliver consent, at the time of such assignment, to Administrative Agent any Assignment Agreement and other agreements and documentation each matter in respect of which Administrative Agent shall determine are necessary to effect such assignment and which are provided to such Terminated Lender was a Non-Consenting Lender. If Upon the Non-Consenting prepayment of all amounts owing to any Terminated Lender, such Terminated Lender fails shall no longer constitute a "Lender" for whatever reason to execute and delivery such Assignment Agreement and other documentation within three (3) Business Days after the date of its receipt thereofpurposes hereof; provided, then Administrative Agent shall have the power to do so as power of attorney for such Non-Consenting Lender and any execution and delivery rights of such Assignment Agreement and Terminated Lender to indemnification hereunder shall survive as to such other documentation by Administrative Agent under such power of attorney shall binding upon such Non-Consenting Terminated Lender. Administrative Agent may assign its purchase option and powers under this Section to any Eligible Assignee if such assignment otherwise complies with the requirements of Section 14.1.

Non-Consenting Lender. (i) Each Borrower, LC Issuer and each Lender (including any Non- Consenting Lender) grants to Administrative Agent the option (without any obligation, however), in its capacity as a Lender, to purchase all (but not less than all) of a Non-Non- Consenting Lender’s portion of the Revolving Commitments, the Loans, and LC Obligations owing to it and any Notes held by it and all of its rights and obligations hereunder and under the other Loan Documents at a price equal to the outstanding principal amount of the Loans and LC Obligations for unreimbursed draws payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and any accrued but unpaid commitment fee arising under Section 3.2(b) and Letter of Credit Fees arising under Section 3.2(c) owing to such Non-Consenting Lender plus the amount necessary to Cash Collateralize any Letters of Credit issued by such Non-Consenting Lender (if any). If Administrative Agent exercises its option under this SectionSection 15.2, the Non-Consenting Lender shall promptly execute and deliver to Administrative Agent any Assignment Agreement and other agreements and documentation which that Administrative Agent shall determine are necessary to effect such assignment and which that are provided to such Non-Consenting Lender. If the Non-Consenting Lender fails for whatever reason to execute and delivery such Assignment Agreement and Agreement, other agreements or other documentation within three (3) Business Days after the date of its receipt thereof, then then, Administrative Agent shall have the power (at its election, but without obligation) to do so as power of attorney attorney-in-fact for such Non-Non- Consenting Lender Lender, and any execution and delivery of such Assignment Agreement Agreement, such other agreements and such other documentation by Administrative Agent under such power of attorney shall binding upon such Non-Consenting Lender. Administrative Agent may assign its purchase option and powers under this Section 15.2 to any Eligible Assignee if such assignment otherwise complies with the requirements of Section 14.1.13.1. (ii) Borrowers may, at their sole expense and effort, replace such Non- Consenting Lender in accordance with Section 14.4. 15.3

Non-Consenting Lender. In the event that any Lender or Lenders refuse to approve any waiver or amendment the Agent deems advisable, then the Agent may or, so long as no Event of Default has occurred and is continuing, the Borrower may (but neither shall be obligated to), upon notice to such Lender (and the Agent, if applicable), require such Lender to assign and delegate without recourse (in accordance with and subject to the restrictions contained in Section 13.11), all of its interests, rights, duties and obligations under this Agreement and the Credit Documents to an Assignee Lender that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) Each if it is an assignment at the request of the Borrower, LC Issuer the Borrower shall have received the prior written consent of the Agent (and each Lender grants to Administrative Agent if a Revolving Loan Commitment is being assigned, the option (without any obligation, howeverIssuer), which consent shall not unreasonably be withheld or delayed, as to purchase all any such assignment which is made to any Person other than a then existing Lender, (but not less than allii) of a Non-Consenting Lender’s portion if it is an assignment at the request of the Revolving CommitmentsAgent and no Event of Default has occurred and is continuing, the Borrower (and if a Revolving Loan Commitment is being assigned, the Issuer) shall have consented to such assignment which consents shall not be unreasonably withheld or delayed and (iii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans, and LC Obligations owing participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it and any Notes held by it and all of its rights and obligations hereunder and under the other Loan Documents at a price equal Credit Documents, from the assignee (to the outstanding principal amount of the Loans and LC Obligations for unreimbursed draws payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and any accrued but unpaid commitment fee arising under Section 3.2(b) and Letter of Credit Fees arising under Section 3.2(c) owing to such Non-Consenting Lender plus the amount necessary to Cash Collateralize any Letters of Credit issued by such Non-Consenting Lender (if any). If Administrative Agent exercises its option under this Section, the Non-Consenting Lender shall promptly execute and deliver to Administrative Agent any Assignment Agreement and other agreements and documentation which Administrative Agent shall determine are necessary to effect such assignment and which are provided to such Non-Consenting Lender. If the Non-Consenting Lender fails for whatever reason to execute and delivery such Assignment Agreement and other documentation within three (3) Business Days after the date of its receipt thereof, then Administrative Agent shall have the power to do so as power of attorney for such Non-Consenting Lender and any execution and delivery extent of such Assignment Agreement outstanding principal, accrued interest and such accrued fees) or Borrower (in the case of all other documentation by Administrative Agent under such power of attorney shall binding upon such Non-Consenting Lender. Administrative Agent may assign its purchase option and powers under this Section to any Eligible Assignee if such assignment otherwise complies with the requirements of Section 14.1amounts).

Non-Consenting Lender. (i) Each Borrower, LC Issuer and each Lender (including any Non-Consenting Lender) grants to Administrative Agent the option (without any obligation, however), in its capacity as a Lender, to purchase all (but not less than all) of a Non-Consenting Lender’s portion of the Revolving Commitments, the Loans, and LC Obligations owing to it and any Notes held by it and all of its rights and obligations hereunder and under the other Loan Documents at a price equal to the outstanding principal amount of the Loans and LC Obligations for unreimbursed draws payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Loans and any accrued but unpaid commitment fee arising under Section 3.2(b) and Letter of Credit Fees arising under Section 3.2(c) owing to such Non-Consenting Lender plus the amount necessary to Cash Collateralize any Letters of Credit issued by such Non-Consenting Lender (if any). If Administrative Agent exercises its option under this SectionSection 15.2, the Non-Consenting Lender shall promptly execute and deliver to Administrative Agent any Assignment Agreement and other agreements and documentation which that Administrative Agent shall determine are necessary to effect such assignment and which that are provided to such Non-Consenting Lender. If the Non-Consenting Lender fails for whatever reason to execute and delivery such Assignment Agreement and Agreement, other agreements or other documentation within three (3) Business Days after the date of its receipt thereof, then then, Administrative Agent shall have the power (at its election, but without obligation) to do so as power of attorney attorney-in-fact for such Non-Consenting Lender Lender, and any execution and delivery of such Assignment Agreement Agreement, such other agreements and such other documentation by Administrative Agent under such power of attorney shall binding upon such Non-Consenting Lender. Administrative Agent may assign its purchase option and powers under this Section 15.2 to any Eligible Assignee if such assignment otherwise complies with the requirements of Section 14.113.1.