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. (ii) Borrowers may, at their sole expense and effort, replace such Non-Consenting Lender in accordance with Section 15.4.

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. (ii) Borrowers may, at their sole expense and effort, replace such Non-Consenting Lender in accordance with Section 15.4.

Non-Consenting Lender. (i) Each Borrower, LC Issuer Borrower 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 Term Loans 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 Term Loans and LC Obligations for unreimbursed draws payable to such Non-Consenting Lender plus any accrued but unpaid interest on such Term 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)Lender. 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. (ii) Borrowers may, at their sole expense and effort, replace such Non-Consenting Lender in accordance with Section 15.414.4.

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 14.113.1. (ii) Borrowers may, at their sole expense and effort, replace such Non-Non- Consenting Lender in accordance with Section 15.4.14.4. 15.3

Non-Consenting Lender. (i) Each Borrowerhas failed to consent to a proposed amendment, LC Issuer and each Lender grants waiver, discharge or termination, which pursuant to Administrative Agent the option (without any obligation, however), to purchase terms of ‎Section 12.01 requires the consent of all (but not less than all) of a Non-Consenting Lender’s portion of the Revolving CommitmentsLenders affected and with respect to which the Required Lenders shall have granted their consent, then, provided that no Default or Event of Default then exists, the Loans, and LC Obligations owing to it and any Notes held by it and all of its rights and obligations hereunder and under Borrower shall have the other Loan Documents at a price equal to the outstanding principal amount of the Loans and LC Obligations for unreimbursed draws payable to right (unless such Non-Consenting Lender plus any accrued but unpaid interest on grants such consent), at their own cost and expense, to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans and Commitments to one or more assignees reasonably acceptable to the Administrative Agent, except to the extent such replacement Lender is the Administrative Agent, the Collateral Agent or any accrued but unpaid commitment fee arising under Section 3.2(bAffiliate thereof, provided, that: (i) and Letter all Obligations of Credit Fees arising under Section 3.2(c) the Borrower owing to such Non-Consenting Lender plus the amount necessary being replaced shall be paid in full to Cash Collateralize any Letters of Credit issued by such Non-Consenting Lender concurrently with such assignment, (if any)ii) the replacement Lender or the Borrower, as the case may be, shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and (iii) such replacement Lender shall consent to the requested amendment, waiver, discharge or termination. If Administrative Agent exercises its option under this SectionIn connection with any such assignment, the Borrower, the Agents, such Non-Consenting Lender and the replacement Lender shall otherwise comply with ‎Section 12.06 (except that such Non-Consenting Lender shall promptly not be obligated to pay any processing and recordation fee required pursuant thereto); provided that if any such Non-Consenting Lender does not execute and deliver to the Administrative Agent any a duly executed Assignment Agreement and other agreements Acceptance reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and documentation which Administrative Agent shall determine are necessary to effect delivers such assignment Assignment and which are provided Acceptance 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 shall be deemed to have executed and any execution and delivery of delivered such Assignment Agreement and such other documentation by Administrative Agent under such power Acceptance without any action on the part 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 14.1replaced Xxxxxx. (ii) Borrowers may, at their sole expense and effort, replace such Non-Consenting Lender in accordance with Section 15.4.

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. (ii) Borrowers may, at their sole expense and effort, replace such Non-Consenting Lender in accordance with Section 15.414.4.