Common use of Non-Consenting Lenders Clause in Contracts

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan DocumentsDocuments (including any amount pursuant to Section 2.10(j) if a Repricing Event has occurred), or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.12, Section 2.15 and Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, that in the case of this clause (ii), (1i) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if a Repricing Event has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrower, (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Financing Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.12(b) or all Lenders in accordance with the terms of Section 9.12(d) and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed to be a “Non-Consenting Lender”. If any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.15 (with the assignment fee to be paid by the Borrower in such instance) its Commitment and its outstanding Loans, if any, to one or more Eligible Assignees; provided, that (A) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person, (B) on the date of such assignment, the replacement Lender shall pay to the Non-Consenting Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursementsall accrued, accrued interest thereonbut theretofore unpaid fees, accrued fees and all other amounts payable (including any amount if any, owing to such Non-Consenting Lender pursuant to Section 2.10(j)2.3 and (C) to it hereunder in connection with any prepayment of its Loans and under on the other Loan Documents from the assignee (to the extent date of such outstanding principal and accrued interest and fees) or assignment, the Borrower (in the case of all other amounts); (3) shall pay any amounts payable to such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented Non-Consenting Lender pursuant to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applySection 2.6.

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent and effort, upon notice any Lender or group of affiliated Lenders which constitutes Requisite Lenders the right to a Non-Consenting Lender purchase all (but not less than all) of such Lender’s Term Loans owing to it and the Administrative Agent, require such Lender to (i) be paid off in full for Term Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Company the right to cause an assignment of all (but not less than all) of such Lender’s Term Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Term Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to Administrative Agent, any Lender or group of affiliated Lenders which constitutes the extent of such outstanding principal and accrued interest and fees) Requisite Lenders or the Borrower (in Company, as the case of all other amounts); may be, if such Lender (3a “Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders and to which Requisite Lenders, the Administrative Agent and the Company have otherwise agreed; provided that such Non-Consenting Lender shall receive, in connection with such assignment payment equal to the aggregate amount of outstanding Term Loans owed to such Lender (together with all accrued and unpaid interest, fees and all other amounts (other than indemnities) owed to such Lender). Each Lender agrees that if the Administrative Agent, any Lender or group of affiliated Lenders which constitutes Requisite Lenders or the Company, as the case may be, exercises their option under this paragraph, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in subsection 9.1. The Company shall be entitled (but not be required obligated) to make execute and deliver such agreements and documentation on behalf of such Non-Consenting Lender and any such agreements and/or documentation so executed by the Company shall be effective for all purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applysubsection 9.1.

Non-Consenting Lenders. The If, in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions of this Agreement or any other Loan Document as contemplated by Section 12.02, including any increase in the Borrowing Base, the consent of Lenders having Revolving Credit Exposure and unused Commitments representing more than 75.0% of the sum of the total Revolving Credit Exposures and unused Commitments at such time shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required has not been obtained, then the Borrower may, at its sole expense and effort, upon notice may elect to a replace such Non-Consenting Lender and the Administrative Agent, require such as a Lender party to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (this Agreement in accordance with and subject to the restrictions contained in, and consents required by, by Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)12.04; provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event any replaced Lender fails to execute the agreements required under Section 12.04 in connection with an assignment pursuant to this Section, the Borrower may, upon two (2) Business Days’ prior notice to such replaced Lender, execute such agreements on behalf of such replaced Lender.

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Commitments and effort, upon notice Loans owing to a Non-Consenting Lender it and the Administrative Agent, require such Lender to (i) be paid off in full for Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Borrowers the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to the extent of such outstanding principal and accrued interest and fees) Administrative Agent or the Borrower (in Borrowers, as the case of all other amounts); may be, if such Lender (3a “Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders (including such Non-Consenting Lender) and to which Requisite Lenders, the Administrative Agent and the Borrowers have otherwise agreed; provided that (i) the Administrative Agent shall waive, or the Borrowers or the Eligible Assignee shall pay, as the case may be, any required assignment fee, and such Non-Consenting Lender shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Loans owed to such Lender (together with all accrued and unpaid interest, fees and other amounts (other than contingent indemnity obligations not then due and payable), including amounts owed under Section 2.6D, owed to such Lender); and (ii) no such assignment shall conflict with any Applicable Law. Each Lender agrees that if the Administrative Agent or the Borrowers, as the case may be, exercise their option hereunder, they shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 10.1. The Administrative Agent shall be required entitled (but not obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applySection 10.1.

Non-Consenting Lenders. The Borrower may(a) If, at its sole expense and effortin connection with any proposed amendment, upon notice waiver or consent requiring consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then so long as no Agent is a Non-Consenting Lender and no Default or Event of Default has occurred and is continuing, the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (a) another bank or other entity that is reasonably satisfactory to the Administrative Borrower and reasonably satisfactory to the Administrative Agent, require shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to (i) be paid off in full an Assignment and Acceptance and to become a Lender for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations purposes under this Agreement and to assume all obligations of the related Loan Documents Non-Consenting Lender to be terminated as of such date and to comply with the requirements of SECTION 14.10, and (b) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (i) all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including, without limitation, payments due to such Non-Consenting Lender under SECTION 3.04, and (ii) an Eligible Assignee that shall assume such obligations (which assignee may be another Lenderamount, if a Lender accepts such assignmentany, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal payment which would have been due to such Lender on the day of its such replacement under this SECTION 14.03 had the Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (such Non-Consenting Lender been prepaid on such date rather than sold to the extent replacement Lender, in each case other than the amount of such outstanding principal the Applicable Payment Fee and accrued interest and fees) Applicable Reduction Fee. Any processing or recordation fees associated with the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result transfer of a waiver by such Lender or otherwise, Non-Consenting Lender’s Loans shall be for the circumstances entitling account of the Borrower to require such assignment and delegation cease to applyBorrowers.

Non-Consenting Lenders. If, in connection with any proposed amendment, consent, waiver, release or termination of any of the provisions of this Agreement or any other Loan Document that requires the consent of all the Lenders, and the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is sought is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is sought are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more replacement Lenders in accordance with the provisions set forth below so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate each such non-consenting Lender’s Commitments and repay the outstanding Loans of each such non-consenting Lender; provided, however, that, unless the Commitments that are terminated and the Loans that are repaid pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), each Lender (determined after giving effect to the proposed action) shall specifically consent thereto. The Borrower Borrowers may, at its the sole expense and efforteffort of the Borrowers, upon notice to a Non-Consenting any Lender that the Borrowers desire to replace pursuant to clause (A) above, and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.0411.06(c)), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations obligations; provided, however, that (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1i) the Borrower Borrowers shall have paid to received the Administrative Agent (unless waived by prior written consent of the Administrative Agent) the assignment fee , which consent shall not be unreasonably withheld, and (if any) specified in Section 10.04(b); (2ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees Fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts, including any breakage compensation under Section 3.02 hereof); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Borrower mayIf an individual Lender does not vote in favor of any amendment, at its sole expense and effortmodification or waiver to this Agreement or any other Loan Document which requires the vote of such Lender, upon notice to a Non-Consenting Lender and the Administrative AgentLenders otherwise constituting Requisite Lenders or Unanimous Lenders, require (assuming that the Affected Lender (defined below) had voted in favor of such amendment, modification or waiver) as applicable, shall have voted in favor of such amendment, modification or waiver, then, provided no Default or Event of Default is continuing, Borrower may demand that such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in“Affected Lender”), and consents required byupon such demand the Affected Lender shall, Section 10.04), promptly assign its Individual Loan Commitment and all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume subject to and in accordance with the provisions of Section 12.1(b) for a purchase price equal to (x) the aggregate principal balance of its Individual Loan Commitment then owing to the Affected Lender (including any amounts payable under Section 2.2.5 by reason of such obligations payment or otherwise), plus (which assignee y) any accrued but unpaid interest on such amounts and accrued but unpaid fees or other amounts owing to the Affected Lender, or any other amount as may be another Lendermutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, if a but at no time shall the Administrative Agent, such Affected Lender accepts nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such assignment, or, solely replacement or to assist in the case of Term Loans, Holdings or finding an Eligible Assignee. The exercise by the Borrower (in which case such Term Loans shallof its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Loan Parties’ obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement and or the other Loan DocumentsDocuments with respect to any period up to the date of replacement. The foregoing shall be subject to the condition that (i) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee of $10,000, (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3ii) such assignment does not conflict with applicable Law; Law and (4iii) the applicable such assignee shall have consented Lender consents to the applicable proposed amendment, waiver or consentconsent on account of which Borrower shall have exercised their rights pursuant to this Section. A Lender shall not be required to make any such assignment or and delegation if, if (y) prior thereto, as a result of a waiver by such Lender consents to the applicable amendment, waiver or otherwiseconsent, or (z) such amendment, waiver or consent required the circumstances entitling consent of the Borrower Requisite Lenders and the Lenders constituting the Requisite Lenders consent to require such assignment and delegation cease to applysame.

Non-Consenting Lenders. The Borrower Borrowers may, at its their sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan DocumentsDocuments (including any amount pursuant to Section 2.10(j)) and/or have its Commitments terminated, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.12, Section 2.15 and Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower Borrowers (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt FundFund or Sponsor Investor); provided that, that in the case of this clause (ii), (1A) the Borrower Borrowers or other assignee shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers, (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Requirements of Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, other than as a result of a waiver by such Lender or otherwiseXxxxxx, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The If any Lender declines to consent to any amendment, waiver or consent that shall have been requested in a writing by Borrower to Administrative Agent, which amendment, waiver or consent is a Unanimous Decision (a “Non-Consenting Lender”) and such amendment, waiver or consent is not approved (i.e., all other Lenders have consented to such amendment, waiver or consent and such consent is insufficient in accordance with this Agreement to approve such amendment, waiver or consent), then Borrower, upon three (3) Business Days’ written notice to Administrative Agent and such Non-Consenting Lender (the “Consent Request Date”) may, at its sole expense and effort, upon notice to a effort require such Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), delegate all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee Assignee, or another lender identified by Borrower and reasonably approved by Administrative Agent that shall assume such obligations (which assignee may be another Lender, if a and such Non-Consenting Lender accepts such assignment, or, solely in shall promptly execute and deliver an assignment agreement evidencing the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)same; provided thatthat (i) as of such Consent Request Date, in no Event of Default shall have occurred and be continuing other than an Event of Default which results solely from the case subject matter of this clause the amendment, waiver or consent that such Non-Consenting Lender disapproved, (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Non-Consenting Lender shall have received from the assignee Lender or Borrower payment of an amount equal to the outstanding principal portion of its Loans the Outstanding Loan Amount owed to such Non-Consenting Lender as of the date such Non-Consenting Lender is replaced, together with accrued and participations in LC Disbursements, accrued unpaid interest thereon, accrued fees and all any other amounts due and payable (including any amount pursuant to Section 2.10(j)) to it the Non-Consenting Lender hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent in respect of such outstanding principal and accrued its interest and fees) or the Borrower (in the case of all other amountsLoan had the Loan been repaid in full at such time, including Breakage Costs (but excluding any Spread Maintenance Premium); , (3iii) such assignment does not conflict with applicable Law; law and (4iv) the applicable such assignee shall have consented Lender consents to the applicable proposed amendment, waiver or consentconsent on account of which Borrower shall have exercised its rights pursuant to this paragraph. A Non-Consenting Lender shall not be required to make any such assignment or and delegation if, if prior thereto, as a result of a such Non-Consenting Lender consents to the applicable amendment, waiver by such or consent. Each Non-Consenting Lender or otherwise, the circumstances entitling the Borrower required to require make such assignment shall promptly execute and delegation cease to applydeliver an assignment and acceptance with the applicable Replacement Lender. Such Replacement Lender shall thereafter be a “Lender” for all purposes hereunder.

Non-Consenting Lenders. 3.1 If any existing Euro Term Lender holding Euro Term Loans declines or fails to consent to this Amendment (a “Non-Consenting Lender”) by returning an executed counterpart of this Amendment to the Administrative Agent prior to April 28, 2017 at 5:00p.m. (London time), then pursuant to and in compliance with the terms of Section 11.13 of the Credit Agreement, such Euro Term Lender may be replaced and the Euro Term Loans held by it may be purchased and assumed by an assignee upon such assignee’s execution of this Amendment (which will also be deemed to be the execution of an Assignment and Assumption, and the execution of this Amendment by the Administrative Agent and the Borrower shall be deemed to be the consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Credit Agreement) thereto and payment by such assignee of the purchase price required by Section 11.13(b) of the Credit Agreement). For purposes hereof, the Administrative Agent and the Borrower agree that this Amendment shall constitute an Assignment and Assumption for purposes of the Credit Agreement and that the provisions set forth in Annex 1 (Standard Terms and Conditions for Assignment and Assumption) of Exhibit 11.06(b) to the Credit Agreement shall apply in regard to any assignments effected hereby. The Administrative Agent hereby waives any fees contemplated by Section 11.06(b) of the Credit Agreement in connection with any Assignment and Assumption contemplated by this Amendment. This Amendment constitutes the notice required to be given pursuant to Section 11.13 by the Borrower may, at its sole expense and effort, upon notice to a each Non-Consenting Lender and the Administrative Agent, require such Agent of the requirement of each Non-Consenting Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0411.06 of the Credit Agreement), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this the Credit Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely obligations. 3.2 Notwithstanding anything to the contrary in the case Credit Agreement and for the avoidance of Term Loansdoubt, Holdings or the Borrower (in which case such all Euro Term Loans shall, after such assignment, be immediately deemed cancelled held by Non-Consenting Lenders that are assigned pursuant to this Amendment and for all purposes which accrued and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have unpaid interest has been paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) 3.1 shall accrue interest solely on and after the Amendment Effective Date. For the further avoidance of doubt, nothing herein shall be deemed to it hereunder modify the definition of “Applicable Rate” for any day in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (relevant period prior to the extent Amendment Effective Date for purposes of such outstanding principal and calculating interest accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented prior to the applicable amendmentAmendment Effective Date. 3.3 Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, waiver or consent. A Lender shall not be required to make any such assignment or delegation ifrather, prior theretoan amendment of the terms of a pre-existing Indebtedness and related agreement, as a result of a waiver evidenced by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyCredit Agreement.

Non-Consenting Lenders. The If any Co-Lender declines to consent to any amendment, waiver or consent that shall have been requested in a writing by Borrower to Administrative Agent, which amendment, waiver or consent is a Unanimous Decision (a “Non-Consenting Lender”), and such amendment, waiver or consent is not approved (e.g., all other Co-Lenders have consented to such amendment, waiver or consent and such consent is insufficient in accordance with this Agreement to approve such amendment, waiver or consent), then Borrower, upon three (3) Business Days’ written notice to such Non-Consenting Lender (the “Consent Request Date”) may, at its sole expense and effort, upon notice to a require such Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), delegate all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee approved by Administrative Agent that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)obligations; provided thatthat (i) as of such Consent Request Date, in no Event of Default shall have occurred and be continuing other than an Event of Default which results solely from the case subject matter of this clause the amendment, waiver or consent that such Non-Consenting Lender disapproved, (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Non-Consenting Lender shall have received from the assignee Lender or Borrower payment of an amount equal to the outstanding principal amount of its Loans the Loan outstanding and participations in LC Disbursementsowed to such Non-Consenting Lender as of the date such Non-Consenting Lender is replaced, together with accrued and unpaid interest thereon, accrued fees and all any other amounts due and payable (including any amount pursuant to Section 2.10(j)) to it the Non-Consenting Lender hereunder in connection with any prepayment of its Loans and under the other Loan Documents from in respect of its Loan had the assignee Loan been repaid in full at such time, (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Law; law and (4iv) the applicable such assignee shall have consented Lender consents to the applicable proposed amendment, waiver or consentconsent on account of which Borrower shall have exercised its rights pursuant to this paragraph. A Non-Consenting Lender shall not be required to make any such assignment or and delegation if, if prior thereto, as a result of a such Non-Consenting Lender consents to the applicable amendment, waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyconsent.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and Loans, premiums, fees, interest due and all other amounts payable to it (or to become payable to it upon such payoff in full) related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings assignment or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)); provided that, in the case of this clause (ii), (1) the Borrower or other assignee shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j2.10(k)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)Borrower; (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.and

Non-Consenting Lenders. The Borrower may(A) If any Lender is a Non-Consenting Lender, then the Borrower, at its sole expense and effortmay, upon notice to a Non-Consenting such Lender and the Administrative Agent, require such Lender subject to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) this Section 2.15 to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04)recourse, all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and under the related Loan Documents Advances, and Commitments of the Lender being replaced hereunder to an Eligible Assignee assignee that shall assume all those rights and obligations; provided, however, that (w) such obligations assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or x) the Borrower (in shall have received the prior written consent of the Administrative Agent, which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may consent shall not be resold) for all purposes of this Agreement and the other Loan Documents) unreasonably withheld or any Affiliated Debt Fund); provided that, in the case of this clause (ii)delayed, (1y) the Borrower or such assignee shall have paid to the replaced Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Advances of such Lender plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto, and (z) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b10.8(A); . [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender subject to this Section 2.15 shall not be required to make any such assignment or and delegation if, if (i) prior thereto, as a result of a waiver by to any such Lender or otherwise, assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation cease have ceased to applyapply or (ii) such Lender approves or consents to the waiver or amendment that made such Lender a Non-Consenting Lender. (C) Each party hereto agrees that (i) an assignment required pursuant to this Section 2.15 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party to such Assignment and Assumption in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further that any such documents shall be without recourse to or warranty by the parties thereto. (D) Nothing in this Section 2.15 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Non-Consenting Lender. The Administrative Agent and each Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Non-Consenting Xxxxxx’s interest hereunder.

Non-Consenting Lenders. The Borrower mayIn connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, if the consent of the Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting (or an Affiliate of which is acting) as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request and at its sole expense cost and effortexpense, the Administrative Agent or an Eligible Lender that is acceptable to the Administrative Agent, and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon notice the Administrative Agent’s request, sell and assign to a the Lender that is acting as the Administrative Agent or such Eligible Lender, all of the portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or fees with respect thereto through the Borrower (in date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance; provided, however, that at the case time of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable replacement, such assignee shall have consented consents to the applicable proposed amendment, modification, waiver or consent. A termination; provided, further, that the failure of any Non-Consenting Lender to execute any such Assignment and Acceptance shall not be required to make any render such assignment purchase and sale (or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applycorresponding assignment) invalid.

Non-Consenting Lenders. The Borrower mayEach Lender grants to the Borrowers the right to cause an assignment of all (but not less than all) of such Lender’s Loans owing to it, at its sole expense participations in the Notes held by it and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee Borrowers if such Lender (a “Non-Consenting Lender”) refuses to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable execute any amendment, waiver or consent which requires the written consent of Lenders other than Requisite Lenders and to which the Requisite Lenders, the Administrative Agent and the Borrowers have otherwise agreed; provided that (i) such Non-Consenting Lender (a “Terminated Lender”) shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Loans owed to such Terminated Lender (together with all accrued and unpaid interest, fees and other amounts (other than indemnities), (ii) the Borrowers shall have exercised such right in respect of each such Non-Consenting Lender and (iii) each such Eligible Assignee shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. A Each Lender agrees that if the Borrowers exercise their option hereunder, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in subsection 9.1. The Borrowers shall be entitled (but not be required obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Borrowers shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applysubsection 9.1.

Non-Consenting Lenders. The Borrower Borrowers may, at its their sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.15 and Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower Borrowers (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, that in the case of this clause (ii), ) (1i) the Borrower Borrowers shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); , (3iii) such assignment does not conflict with applicable Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Borrower Borrowers may, at its their sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 Section 2.19 and 2.162.20) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower Borrowers (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); , provided that, in the case of this clause (ii), (1i) the Borrower Borrowers shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsL/C Advances, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if a Repricing Event has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); , (3iii) such assignment does not conflict with applicable Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Other than in connection with Borrower’s request for an Upsize Loan pursuant to Section 2.1(g), in the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Financing Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.11(b) or all Lenders in accordance with the terms of Section 9.11(c) and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed to be a “Non-Consenting Lender”. If any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.14 (with the assignment fee to be paid by the Borrower in such instance) its Commitment and its outstanding Loans, if any, to one or more Eligible Assignees; provided, that (A) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person, (B) on the date of such assignment, the replacement Lender shall pay to the Non-Consenting Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursementsall accrued, accrued interest thereonbut theretofore unpaid fees, accrued fees and all other amounts payable (including any amount if any, owing to such Non-Consenting Lender pursuant to Section 2.10(j)2.3 and (C) to it hereunder in connection with any prepayment of its Loans and under on the other Loan Documents from the assignee (to the extent date of such outstanding principal and accrued interest and fees) or assignment, the Borrower (in the case of all other amounts); (3) shall pay any amounts payable to such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented Non-Consenting Lender pursuant to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applySection 2.6.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Term Loans and interest due related thereto and relinquish all rights it has under the Loan DocumentsDocuments (including any amount pursuant to Section 2.10(j)) and/or have its Commitments terminated, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.12, Section 2.15 and Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt FundFund (in its sole discretion)); provided that, that in the case of this clause (ii), (1A) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsTerm Loans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Term Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrower, (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Requirements of Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan DocumentsDocuments (including any amount pursuant to Section 2.10(j) if a Repricing Event has occurred) and/or have its Commitments terminated, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.12, Section 2.15 and Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt FundFund (in its sole discretion)); provided that, that in the case of this clause (ii), (1A) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if a Repricing Event has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrower, (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Requirements of Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Borrower mayEach Lender grants to the Borrowers the right to cause an assignment of all (but not less than all) of such Lender’s Loans owing to it, at its sole expense participations in the Notes held by it and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee Borrowers if such Lender (a “Non-Consenting Lender”) refuses to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable execute any amendment, waiver or consent which requires the written consent of Lenders other than Requisite Lenders and to which the Requisite Lenders, the Administrative Agent and the Borrowers have otherwise agreed; provided that (i) such Non-Consenting Lender (a “Terminated Lender”) shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Loans owed to such Terminated Lender (together with all accrued and unpaid interest, fees and other amounts (other than indemnities)) and the Borrowers shall have paid to such Terminated Lender an amount equal to the prepayment premium (if any) that would be payable in respect of the Loans owed to such Terminated Lender upon prepayment thereof at such time pursuant to subsection 2.6B(iii), (ii) the Borrowers shall have exercised such right in respect of each such Non-Consenting Lender and (iii) each such Eligible Assignee shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. A Each Lender agrees that if the Borrowers exercise their option hereunder, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in subsection 9.1. The Borrowers shall be entitled (but not be required obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Borrowers shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applysubsection 9.1.

Non-Consenting Lenders. The Borrower may(A) If any Lender is a Non-Consenting Lender, then the Borrower, at its sole expense and effortmay, upon notice to a Non-Consenting such Lender and the Administrative Agent, require such Lender subject to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) this Section 2.15 to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04)recourse, all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and under the related Loan Documents Advances, and Commitments of the Lender being replaced hereunder to an Eligible Assignee assignee that shall assume all those rights and obligations; provided, however, that (w) such obligations assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or x) the Borrower (in shall have received the prior written consent of the Administrative Agent, which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may consent shall not be resold) for all purposes of this Agreement and the other Loan Documents) unreasonably withheld or any Affiliated Debt Fund); provided that, in the case of this clause (ii)delayed, (1y) the Borrower or such assignee shall have paid to the replaced Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Advances of such Lender plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto, and (z) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b10.8(A); . (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender subject to this Section 2.15 shall not be required to make any such assignment or and delegation if, if (i) prior thereto, as a result of a waiver by to any such Lender or otherwise, assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation cease have ceased to applyapply or (ii) such Lender approves or consents to the waiver or amendment that made such Lender a Non-Consenting Lender. (C) Each party hereto agrees that (i) an assignment required pursuant to this Section 2.15 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party to such Assignment and Assumption in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further that any such documents shall be without recourse to or warranty by the parties thereto. (D) Nothing in this Section 2.15 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Non-Consenting Lender. The Administrative Agent and each Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Non-Consenting Xxxxxx’s interest hereunder. [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.

Non-Consenting Lenders. The Borrower may, at its sole expense and and(e) effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and Loans, premiums, fees, interest due and all other amounts payable to it (or to become payable to it upon such payoff in full) related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings assignment or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)); provided that, in the case of this clause (ii), (1) the Borrower or other assignee shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j2.10(k)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)Borrower; (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.and

Non-Consenting Lenders. The Borrower mayIn the event that in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 23.3.1, the consent of Lenders having at its sole expense and effortleast 90% of the Total Commitment, upon notice the Facility A Total Commitment, the Facility B Total Commitment, the Facility C Total Commitment or the Facility D Total Commitment, as applicable, shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to a each Non-Consenting Lender (the “Terminated Lender”) the Canadian Borrower may, by giving written notice to the Agent and the Administrative Agent, require such any Terminated Lender to (i) be paid off in full for all of its Loans election to do so, elect to cause such Terminated Lender (and interest due related thereto such Terminated Lender hereby irrevocably agrees) to assign and relinquish all rights it has under the Loan Documentsdelegate, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04ARTICLE 22), to all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related other Loan Documents in full to an one or more Eligible Assignee that shall assume such obligations Assignees (which assignee may be another each a “Replacement Lender, if a Lender accepts ”) in accordance with the provisions of this Agreement; provided that: 23.3.2.1 the Canadian Borrower pays the Administrative Agent the assignment fee specified in Section 22.2.7; 23.3.2.2 on the date of such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Terminated Lender shall have received receives payment of an amount (the “Terminated Lender Payout Amount”) equal to the outstanding principal of its Loans and participations in LC Disbursementsdisbursements under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender) from the assignee Replacement Lender (to the extent of such outstanding principal of its Loans and participations in disbursements under Letters of Credit, accrued interest and accrued fees) or the Canadian Borrower (in the case of all other amounts); 23.3.2.3 on the date of such assignment, the Canadian Borrower shall pay any amounts payable to such Terminated Lender in respect to any costs pursuant to Section 11.10.3 or otherwise owed as a consequence of such repayment or otherwise as if it were a prepayment; (3) ​ ​ 23.3.2.4 each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; and 23.3.2.5 such assignment does not conflict with applicable Applicable Law; and (4) provided further that the applicable assignee shall have consented Canadian Borrower may not make such election with respect to any Terminated Lender that is also the Issuing Bank unless, prior to the applicable amendmenteffectiveness of such election, waiver the Canadian Borrower shall cause each outstanding Letter of Credit issued by the Issuing Bank to be cancelled or consentcash collateralized or otherwise supported in a manner satisfactory to the Issuing Bank. A Upon the payment of the Terminated Lender Payment Amount owing to any Terminated Lender and the assignment or termination of such Terminated Lender’s Commitment under the relevant Credit or Credits, such Terminated Lender shall no longer constitute a “Lender” with respect to such Credit for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Should there not be required Replacement Lenders available to take an assignment of the outstanding Advances and the Commitment of the Non-Consenting Lender, the Canadian Borrower shall be entitled to make any such assignment payment of the Terminated Lender Payout Amount in full to the Non-Consenting Lender and terminate its Commitment under the relevant Credit or delegation if, prior thereto, as a result Credits from proceeds derived exclusively from the issuance of a waiver by such Lender or otherwise, Equity Interests of the circumstances entitling the Borrower to require such assignment and delegation cease to applyCanadian Borrower.

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Commitments and effort, upon notice Loans owing to a Non-Consenting Lender it and the Administrative Agent, require such Lender to (i) be paid off in full for Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Borrower the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to the extent of such outstanding principal and accrued interest and fees) Administrative Agent or the Borrower (in Borrower, as the case of all other amounts); may be, if such Lender (3a “Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders (including such Non-Consenting Lender) and to which Requisite Lenders, the Administrative Agent and the Borrower have otherwise agreed; provided that (i) the Administrative Agent shall waive, or the Borrower or the Eligible Assignee shall pay, as the case may be, any required assignment fee, and such Non-Consenting Lender shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Loans owed to such Lender (together with all accrued and unpaid interest, fees and other amounts (other than contingent indemnity obligations not then due and payable), including amounts owed under Section 2.6D, owed to such Lender); and (ii) no such assignment shall conflict with any Applicable Law. Each Lender agrees that if the Administrative Agent or the Borrower, as the case may be, exercise their option hereunder, they shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 10.1. The Administrative Agent shall be required entitled (but not obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to apply.Section 10.1. 116 CREDIT AGREEMENT

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Commitments and effort, upon notice Loans owing to a Non-Consenting Lender it and the Administrative Agent, require such Lender to (i) be paid off in full for Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Borrower the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to the extent of such outstanding principal and accrued interest and fees) Administrative Agent or the Borrower (in Borrower, as the case may be, if such Lender (a “Non-Consenting Lender”) refuses to execute any amendment, waiver or consent which requires the written consent of all Lenders other amounts)than Requisite Lenders (including such Non-Consenting Lender) and to which Requisite Lenders, the Administrative Agent and the Borrower have otherwise agreed; provided that (3i) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable Eligible Assignee executes such amendment, waiver or consent. A , (ii) the Administrative Agent shall waive, or the Borrower or the Eligible Assignee shall pay, as the case may be, any required assignment fee, and such Non-Consenting Lender shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Loans owed to such Lender (together with all accrued and unpaid interest, fees and other amounts (other than contingent indemnity obligations not then due and payable), including amounts owed under Section 2.6D, owed to such Lender); and (iii) no such assignment shall conflict with any Applicable Law. Each Lender agrees that if the Administrative Agent or the Borrower, as the case may be, exercise their option hereunder, they shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 10.1. The Administrative Agent shall be required entitled (but not obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applySection 10.1.

Non-Consenting Lenders. The In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Financing Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.12(b) or all Lenders in accordance with the terms of Section 9.12(d) and (iii) the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed to be a “Non-Consenting Lender.” If any Lender becomes a Non-Consenting Lender, then the Borrower may, at on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.15 (with the assignment fee to be paid by the Borrower in such instance) its Commitment and its outstanding Loans, if any, to one or more Eligible Assignees approved by *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission the Administrative Agent in its sole expense and effortabsolute discretion; provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person, upon notice (ii) on the date of such assignment, the replacement Lender shall pay to a the Non-Consenting Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Non-Consenting Lender and the Administrative Agent, require such Lender to (iB) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursementsall accrued, accrued interest thereonbut theretofore unpaid fees, accrued fees and all other amounts payable (including any amount if any, owing to such Non-Consenting Lender pursuant to Section 2.10(j)2.3 and (iii) to it hereunder in connection with any prepayment of its Loans and under on the other Loan Documents from the assignee (to the extent date of such outstanding principal and accrued interest and fees) or assignment, the Borrower (in the case of all other amounts); (3) shall pay any amounts payable to such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented Non-Consenting Lender pursuant to the applicable amendment, waiver Sections 2.6 or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply2.7.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal (including any accrued and unpaid PIK Interest, which shall be added to the principal balance thereof on the date of such assignment as if such date was a PIK Interest Payment Date) of its Loans and participations in LC Disbursements, accrued interest thereonthereon (other than accrued and unpaid PIK Interest), accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.connection

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Commitments and effort, upon notice Loans owing to a Non-Consenting Lender it and the Administrative Agent, require such Lender to (i) be paid off in full for Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Borrower the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to the extent of such outstanding principal and accrued interest and fees) Administrative Agent or the Borrower (in Borrower, as the case of all other amounts); may be, if such Lender (3a “Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders (including such Non-Consenting Lender) and to which Requisite Lenders, the Administrative Agent and the Borrower have otherwise agreed; provided that (i) the Administrative Agent shall waive, or the Borrower or the Eligible Assignee shall pay, as the case may be, any required assignment fee, and such Non-Consenting Lender shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Loans owed to such Lender (together with all accrued and unpaid interest, fees and other amounts (other than contingent indemnity obligations not then due and payable), including amounts owed under Section 2.6D, owed to such Lender); and (ii) no such assignment shall conflict with any Applicable Law. Each Lender agrees that if the Administrative Agent or the Borrower, as the case may be, exercise their option hereunder, they shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 10.1. The Administrative Agent shall be required entitled (but not obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applySection 10.1.

Non-Consenting Lenders. The If a Lender (a "Non-Consenting Lender") refuses to give timely consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 21.16(a), requires consent of all of the Lenders (and the consent of the Majority Lenders has been given with respect thereto), then the Borrower may: (a) replace the Non-Consenting Lender with another financial institution acceptable to the Agent, acting reasonably, who purchases at par the Principal Amount owing to the Non-Consenting Lender and such Lender's entire Individual Commitment Amount and assumes the Non-Consenting Lender's Individual Commitment Amount and all other obligations of the Non-Consenting Lender hereunder, provided that prior to or concurrently with such replacement: (i) the Non-Consenting Lender shall have received payment in full of all principal, interest, fees and other amounts through such date of replacement and a release from any further obligations to make Advances under the Documents after the date of such replacement; (ii) the assignment fee required to be paid by Section 20.2 shall have been paid to the Agent; (iii) all of the requirements for such assignment contained in Section 20.2 shall have been satisfied, including, without limitation, the consent of the Agent, the Swingline Lender and the Fronting Lenders and the receipt by the Agent of such agreements, documents and instruments as the Agent may reasonably require; and (iv) each assignee consents, at its sole expense and effortthe time of such assignment, upon notice to each matter in respect of which such Non-Consenting Lender was a Non-Consenting Lender and the Administrative Agent, require such Borrower also requires each other Lender that is a Non-Consenting Lender to assign the Principal Amount owing to it and its Individual Commitment Amount; or (ib) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under elect to terminate the Loan DocumentsNon-Consenting Lender's Individual Commitment Amount, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, the Commitment Amount shall be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid reduced by an amount equal to the Administrative Agent amount of any Individual Commitment Amount so cancelled (unless waived by provided that prior to or concurrently with such cancellation the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Non-Consenting Lender shall have received payment in full of an amount equal all principal, interest, fees and other amounts through such date of cancellation (including breakage and other costs in accordance with Section 9.2, the provision of Escrow Funds to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent Agent on behalf of such Lender in respect of outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver Bankers' Acceptances accepted by such Lender or otherwise, and cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit for which such Lender is the circumstances entitling LC Issuer) and a release from any further obligations to make Advances under the Borrower to require Documents after such assignment and delegation cease to applytermination).

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice Each Lender grants (x) to a Non-Consenting Lender the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Term Loans owing to it and the Administrative Agent, require such Lender to (i) be paid off in full for Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Company the right to cause an assignment of all (but not less than all) of such Lender’s Term Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to the extent of such outstanding principal and accrued interest and fees) Administrative Agent or the Borrower (in Company, as the case of all other amounts); may be, if such Lender (3a “Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders and to which Requisite Lenders, the Administrative Agent and the Company have otherwise agreed; provided that such Non-Consenting Lender shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Term Loans owed to such Lender (together with all accrued and unpaid interest, fees and other amounts (other than indemnities) owed to such Lender). Each Lender agrees that if the Administrative Agent or the Company, as the case may be, exercises their option hereunder, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in subsection 10.1. The Company shall be entitled (but not be required obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Company shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applysubsection 10.1.

Non-Consenting Lenders. If, in connection with any proposed amendment, consent, waiver, release or termination of any of the provisions of this Agreement or any other Credit Document that requires the consent of all the Lenders, and the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is sought is not obtained, then the Borrowers shall have the right, so long as all non-consenting Lenders whose individual consent is sought are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more replacement Lenders in accordance with the provisions set forth below so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate each such non-consenting Lender’s Commitments and repay the outstanding Loans of each such non-consenting Lender; provided that, unless the Commitments that are terminated and the Loans that are repaid pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), each Lender (determined after giving effect to the proposed action) shall specifically consent thereto. The Borrower Borrowers may, at its the sole expense and efforteffort of the Borrowers, upon notice to a Non-Consenting any Lender that the Borrowers desire to replace pursuant to clause (A) above, and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 10.0412.4(c)), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)obligations; provided that, in the case of this clause that (ii), (1i) the Borrower Borrowers shall have paid to received the Administrative Agent (unless waived by prior written consent of the Administrative Agent) the assignment fee , which consent shall not be unreasonably withheld, and (if any) specified in Section 10.04(b); (2ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts, including any breakage compensation under Section 2.7 hereof); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee . 2.15 A new Schedule 9.4 shall have consented be added to the applicable amendment, waiver or consent. Credit Agreement in the form attached to this Amendment as Schedule 9.4. 2.16 A Lender new Schedule 9.9 shall not be required added to make any such assignment or delegation if, prior thereto, the Credit Agreement in the form attached to this Amendment as a result of a waiver by such Lender or otherwise, Schedule 9.9. 2.17 A new Exhibit C-4 shall be added to the circumstances entitling Credit Agreement in the Borrower form attached to require such assignment and delegation cease this Amendment as Exhibit A. 2.18 Schedule 1-A to apply.the Credit Agreement shall be replaced with the new Schedule 1-A attached to this Amendment as Schedule 1-A.

Non-Consenting Lenders. The If any Lender declines to consent to any amendment, waiver or consent that shall have been requested in a writing by Borrower to Administrative Agent, which amendment, waiver or consent is a Unanimous Decision or a Permitted Assumption Party Approval (a “Non-Consenting Lender”) and such amendment, waiver or consent is not approved (i.e., all other Lenders have consented to such amendment, waiver or consent and such consent is insufficient in accordance with this Agreement to approve such amendment, waiver or consent), then Borrower, upon three (3) Business Days’ written notice to Administrative Agent and such Non-Consenting Lender (the “Consent Request Date”) may, at its sole expense and effort, upon notice to a effort require such Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), delegate all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee Assignee, or another lender identified by Borrower and reasonably approved by Administrative Agent that shall assume such obligations (which assignee may be another Lender, if a and such Non-Consenting Lender accepts such assignment, or, solely in shall promptly execute and deliver an assignment agreement evidencing the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)same; provided thatthat (i) as of such Consent Request Date, in no Event of Default shall have occurred and be continuing other than an Event of Default which results solely from the case subject matter of this clause the amendment, waiver or consent that such Non-Consenting Lender disapproved, (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Non-Consenting Lender shall have received from the assignee Lender or Borrower payment of an amount equal to the outstanding principal portion of its Loans the Outstanding Loan Amount owed to such Non-Consenting Lender as of the date such Non-Consenting Lender is replaced, together with accrued and participations in LC Disbursements, accrued unpaid interest thereon, accrued fees and all any other amounts due and payable (including any amount pursuant to Section 2.10(j)) to it the Non-Consenting Lender hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent in respect of such outstanding principal and accrued its interest and fees) or the Borrower (in the case of all other amounts); Loan had the Loan been repaid in full at such time, including Breakage Costs, (3iii) such assignment does not conflict with applicable Law; law and (4iv) the applicable such assignee shall have consented Lender consents to the applicable proposed amendment, waiver or consentconsent on account of which Borrower shall have exercised its rights pursuant to this paragraph. A Non-Consenting Lender shall not be required to make any such assignment or and delegation if, if prior thereto, as a result of a such Non-Consenting Lender consents to the applicable amendment, waiver by such or consent. Each Non-Consenting Lender or otherwise, the circumstances entitling the Borrower required to require make such assignment shall promptly execute and delegation cease to applydeliver an assignment and acceptance with the applicable Replacement Lender. Such Replacement Lender shall thereafter be a “Lender” for all purposes hereunder.

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Commitments and effort, upon notice Loans owing to a Non-Consenting Lender it and the Administrative Agent, require such Lender to (i) be paid off in full for Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Borrower the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to the extent of such outstanding principal and accrued interest and fees) Administrative Agent or the Borrower (in Borrower, as the case of all other amounts); may be, if such Lender (3a “Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders (including such Non-Consenting Lender) and to which Requisite Lenders, the Administrative Agent and the Borrower have otherwise agreed; provided that (i) the Administrative Agent shall waive, or the Borrower or the Eligible Assignee shall pay, as the case may be, any required assignment fee, and such Non-Consenting Lender shall not be required receive, in connection with such assignments, payment equal to make any such assignment or delegation if, prior thereto, as a result the aggregate amount of a waiver by outstanding Loans owed to such Lender or otherwise(together with all accrued and unpaid interest, the circumstances entitling the Borrower to require such assignment fees and delegation cease to apply.other amounts (other than contingent indemnity obligations not then due and payable), including amounts owed under

Non-Consenting Lenders. The Borrower may(A) If any Lender is a Non-Consenting Lender, then the Borrower, at its sole expense and effortmay, upon notice to a Non-Consenting such Lender and the Administrative Agent, require such Lender subject to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) this Section 2.15 to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04)recourse, all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and under the related Loan Documents Advances, and Commitments of the Lender being replaced hereunder to an Eligible Assignee assignee that shall assume all those rights and obligations; provided, however, that (w) such obligations assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having valid jurisdiction, (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or x) the Borrower (in shall have received the prior written consent of the Administrative Agent, which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may consent shall not be resold) for all purposes of this Agreement and the other Loan Documents) unreasonably withheld or any Affiliated Debt Fund); provided that, in the case of this clause (ii)delayed, (1y) the Borrower or such assignee shall have paid to the replaced Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Advances of such Lender plus all fees and other amounts accrued for the account of such Lender hereunder with respect thereto, and (z) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b10.8(A); . (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender subject to this Section 2.15 shall not be required to make any such assignment or and delegation if, if (i) prior thereto, as a result of a waiver by to any such Lender or otherwise, assignment and delegation the circumstances entitling the Borrower to require such assignment and delegation cease have ceased to applyapply or (ii) such Lender approves or consents to the waiver or amendment that made such Lender a Non-Consenting Lender. (C) Each party hereto agrees that (i) an assignment required pursuant to this Section 2.15 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party to such Assignment and Assumption in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further that any such documents shall be without recourse to or warranty by the parties thereto. (D) Nothing in this Section 2.15 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Non-Consenting Lender. The Administrative Agent and each Lender hereby agree to cooperate with the Borrower to effectuate the assignment of any Non-Consenting Lender’s interest hereunder.

Non-Consenting Lenders. The In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Financing Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.12(b) or all Lenders in accordance with the terms of Section 9.12(d) and (iii) the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed to be a “Non-Consenting Lender.” If any Lender becomes a Non-Consenting Lender, then the Borrower may, at on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.15 (with the assignment fee to be paid by the Borrower in such instance) its Commitment and its outstanding Loans, if any, to one or more Eligible Assignees approved by the Administrative Agent in its sole expense and effortabsolute discretion; provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person, upon notice (ii) on the date of such assignment, the replacement Lender shall pay to a the Non-Consenting Lender an [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Non-Consenting Lender and the Administrative Agent, require such Lender to (iB) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursementsall accrued, accrued interest thereonbut theretofore unpaid fees, accrued fees and all other amounts payable (including any amount if any, owing to such Non-Consenting Lender pursuant to Section 2.10(j)2.3 and (iii) to it hereunder in connection with any prepayment of its Loans and under on the other Loan Documents from the assignee (to the extent date of such outstanding principal and accrued interest and fees) or assignment, the Borrower (in the case of all other amounts); (3) shall pay any amounts payable to such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented Non-Consenting Lender pursuant to the applicable amendment, waiver Sections 2.6 or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply2.7.

Non-Consenting Lenders. The Borrower mayIn connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, if the consent of the Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a "Non-Consenting Lender"), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower's request and at its sole expense cost and effortexpense, the Administrative Agent or an Eligible Lender that is acceptable to the Administrative Agent, and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have the right with the Administrative Agent's consent and in the Administrative Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon notice the Administrative Agent's request, sell and assign to a the Lender that is acting as the Administrative Agent or such Eligible Lender, all of the portion of the Loan of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loan held by the Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or fees with respect thereto through the Borrower (in date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance; provided, however, that at the case time of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable replacement, such assignee shall have consented consents to the applicable proposed amendment, modification, waiver or consent. A termination; provided, further, that the failure of any Non-Consenting Lender to execute any such Assignment and Acceptance shall not be required to make any render such assignment purchase and sale (or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applycorresponding assignment) invalid.

Non-Consenting Lenders. The Borrower Borrowers may, at its their sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16Section 2.20) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower Borrowers (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); , provided that, in the case of this clause (ii), (1i) the Borrower Borrowers shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if any event described therein has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); , (3iii) such assignment does not conflict with applicable Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Commitments and effort, upon notice Loans owing to a Non-Consenting Lender it and the Administrative Agent, require such Lender to (i) be paid off in full for Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Company the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to the extent of such outstanding principal and accrued interest and fees) Administrative Agent or the Borrower (in Company, as the case of all other amounts); may be, if such Lender (3a "Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders and to which Requisite Lenders, the Administrative Agent and the Company have otherwise agreed; provided that such Non-Consenting Lender shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Loans owed to such Lender (together with all accrued and unpaid interest, fees and other amounts (other than indemnities) owed to such Lender). Each Lender agrees that if the Administrative Agent or the Company, as the case may be, exercises their option hereunder, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in subsection 10.1. The Company shall be entitled (but not be required obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Company shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applysubsection 10.1.

Non-Consenting Lenders. The In connection with any proposed amendment, modification, waiver or termination requiring the consent of all affected Lenders, if the consent of the Requisite Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.1 being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting (or an Affiliate of which is acting) as the Administrative Agent is not a Non-Consenting Lender, the Borrower mayshall have the right to: (i) propose to the Administrative Agent one or more Eligible Lenders to purchase all of the portion of the Loans (and Commitments, at its sole expense and effortif any) of such Non-Consenting Lender and, upon notice the consent of the Administrative Agent (not to a be unreasonably withheld, delayed or conditioned) to any of such Eligible Lenders, such Eligible Lender shall have the right to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the request of the Borrower or such Eligible Lender, sell and assign to such Eligible Lender, all of the portion of the Loans (and Commitments, if any) of such Non-Consenting Lender for an amount equal to the principal balance of such portion of the Loans held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the Administrative Agentdate of sale, require such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance; provided, however, that at the time of such replacement, such assignee consents to the proposed amendment, modification, waiver or termination; provided, further, that the failure of any Non-Consenting Lender to execute any such Assignment and Acceptance shall not render such purchase and sale (ior the corresponding assignment) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or invalid; or (ii) purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall sell and assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04)Borrower upon the request of the Borrower, all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in portion of the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided thatCommitments, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) of such Non-Consenting Lender shall have received payment of for an amount equal to (or, with the outstanding consent of such Non-Consenting Lender, less than) the principal balance of its such portion of the Loans and participations in LC Disbursements, accrued interest thereon, accrued fees held by the Non-Consenting Lender and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) fees with respect thereto through the date of sale), such purchase and sale to be consummated pursuant to an executed Permitted Purchaser Assignment and Acceptance; provided, that the failure of any Non-Consenting Lender to execute any such Permitted Purchaser Assignment and Acceptance shall not render such purchase and sale (or the Borrower corresponding assignment) invalid; provided, further, that all such Loans (and, as applicable, Commitments and Notes in the case of all other amounts); (3respect thereof) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented assigned to the applicable amendment, waiver or consent. A Lender Borrower shall not be required deemed to make any be immediately cancelled and terminated on the closing date specified in such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment Permitted Purchaser Assignment and delegation cease to applyAcceptance.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan DocumentsDocuments (including any amount pursuant to Section 2.10(i) if a Repricing Event has occurred), or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.12, Section 2.15 and Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, that in the case of this clause (ii), (1i) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if a Repricing Event has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrower, (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan DocumentsDocuments (including any amount pursuant to Section 2.10(j) if a Repricing Event has occurred) and/or have its Commitments terminated, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ‎Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.12, ‎Section 2.15 and ‎Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)); provided that, that in the case of this clause (ii), (1A) the Borrower or other assignee shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section ‎Section 10.04(b); (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if a Repricing Event has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrower, (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Requirements of Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, other than as a result of a waiver by such Lender or otherwiseXxxxxx, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Non-Consenting Lenders. The In the event any Lender is a Non-Consenting Lender, Borrower may, at its sole expense and effort, upon written notice to a such Non-Consenting Lender and the Administrative to Agent, require such Non-Consenting Lender to assign, and such Non-Consenting Lender shall assign, within five Business Days after the date of such notice, to one or more assignees selected by Borrower and that is (iare) be paid off in full for Eligible Assignees and otherwise comply with the provisions of Section 11.06 (each a “Replacement Lender”) all of its Loans and interest due related thereto and relinquish all such Non-Consenting Lender’s rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related other Loan Documents (including without limitation its Commitments and all Loans owing to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts it) in accordance with Section 11.08. With respect to any such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Non-Consenting Lender shall have received concurrently with such assignment receive payment in full of an amount equal to the outstanding principal of its Loans all amounts due and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) owing to it hereunder in connection with or under any prepayment of its Loans and under the other Loan Documents from the assignee (with respect to the extent Loans and Commitments so assigned, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Non-Consenting Lender, together with interest thereon through the date of such outstanding principal assignment, amounts payable to such Non-Consenting Lender under Article III with respect to such Loans and accrued interest all fees payable to such Non-Consenting Lender with respect to such Loans and fees) or the Borrower (in the case of all other amounts); (3) such Commitments so assigned. Any assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to a Replacement Lender pursuant to the applicable amendment, waiver provisions of this Section 2.12 shall be in accordance with the provisions of Section 11.01 hereof. In no event shall any Lender have any obligation to issue any new or consent. A Lender shall not be required increased Commitment to make replace all or any such assignment or delegation if, prior thereto, as a result part of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyany Commitment of any Non-Consenting Lender.

Non-Consenting Lenders. (i) The Borrower mayhereby elects, at its sole expense pursuant to Section 5.6.2 of the Credit Agreement, to replace each Non-Consenting Lender with the Term B Loan Replacement Lender as of the Amendment No. 1 Effective Date; (ii) Pursuant to Section 6(a)(i) hereof and effortSection 5.6.2 of the Credit Agreement, on the Amendment No. 1 Effective Date, each Non-Consenting Lender shall, upon notice from the Borrower to a such Non-Consenting Lender and the TLB Administrative Agent, require such Lender be deemed to (i) be paid off in full for have assigned and delegated all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documentssuch Non-Consenting Lender’s rights, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) interests and obligations under this the Credit Agreement and to the related Term B Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Replacement Lender, if as assignee, at a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount purchase price equal to 100% of the outstanding principal amount of its such Non-Consenting Lender’s Loans (as to each Non-Consenting Lender, the “Assignment Price” applicable to such Non-Consenting Lender). On and participations in LC Disbursementsas of the Amendment No. 1 Effective Date, accrued interest thereon, accrued fees upon the receipt by each Non-Consenting Lender of such Non-Consenting Lender’s Assignment Price and all other amounts payable referred to in Section 5(m) and (including any amount n) hereof owing to such Non-Consenting Lender, such Non-Consenting Lender shall automatically be deemed to have assigned its Initial Term B Loans and all of its other rights, interests and obligations under the Credit Agreement to the Term B Loan Replacement Lender pursuant to Section 2.10(j)) to it hereunder the terms of an Assignment and Assumption Agreement, and accordingly no other action by such Non-Consenting Lender shall be required in connection with any prepayment of therewith, and such Non-Consenting Lender shall automatically cease to be a Term B Lender in its Loans and capacity as such under the Credit Agreement; provided that any provision of any Loan Document which continues to inure to such Lender after so ceasing to be a Lender shall so continue to inure to such Term B Lender. (iii) Subject to the terms and conditions set forth herein, on the Amendment No. 1 Effective Date and the payment of the applicable Assignment Price, the Term B Loan Replacement Lender, as assignee, agrees to acquire by assignment from the Non-Consenting Lenders at the applicable Assignment Price, Initial Term B Loans in an aggregate principal amount not to exceed the amount set forth on the Term B Loan Replacement Lender’s signature page hereto. The TLB Administrative Agent shall determine the final amounts of the Initial Term B Loans of the several Lenders as of the Amendment No. 1 Effective Date that shall have been modified by reason of the assignments contemplated by this Section 6, and such amounts shall be recorded by the TLB Administrative Agent in the Register. (iv) The Term Loan B Replacement Lender, by delivering its signature page to this Amendment and acquiring by assignment Initial Term B Loans in accordance with this Section 6(a), shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment and each other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be Document required to make be approved by any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, Lenders on the circumstances entitling the Borrower to require such assignment and delegation cease to apply.Amendment No. 1

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Commitments and effort, upon notice Loans owing to a Non-Consenting Lender it and the Administrative Agent, require such Lender to (i) be paid off in full for Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto the Borrowers the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to the extent of such outstanding principal and accrued interest and fees) Administrative Agent or the Borrower (in Borrowers, as the case of all other amounts); may be, if such Lender (3a “Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders (including such Non-Consenting Lender) and to which Requisite Lenders, the Administrative Agent and the Borrowers have otherwise agreed; provided that (i) the Administrative Agent shall waive, or the Borrowers or the Eligible Assignee shall pay, as the case may be, any required assignment fee, and such Non-Consenting Lender shall receive, in connection with such assignments, payment equal to the aggregate amount of outstanding Loans owed to such Lender (together with all accrued and unpaid interest, fees and other amounts (other than contingent indemnity obligations not then due and payable), including amounts owed under Section 2.6D, owed to such Lender); and (ii) no such assignment shall conflict with any Applicable Law. Each Lender agrees that if the Administrative Agent or the Borrowers, as the case may be, exercise their option hereunder, they shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 10.1. The Administrative Agent shall be required entitled (but not obligated) to make execute and deliver such agreement and documentation on behalf of such Non-Consenting Lender and any such agreement and/or documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to apply.Section 10.1. 146 CREDIT AGREEMENT

Non-Consenting Lenders. The In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Financing Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.12(b) or all Lenders in accordance with the terms of Section 9.12(d) and (iii) the Majority Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed to be a “Non-Consenting Lender.” If any Lender becomes a Non-Consenting Lender, then the Borrower may, at on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.15 (with the assignment fee to be paid by the Borrower in such instance) its Commitment and its outstanding Loans, if any, to one or more Eligible Assignees approved by the Administrative Agent in its sole expense and effortabsolute discretion; provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person, upon notice (ii) on the date of such assignment, the replacement Lender shall pay to a the Non-Consenting Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Non-Consenting Lender and the Administrative Agent, require such Lender to (iB) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursementsall accrued, accrued interest thereonbut theretofore unpaid fees, accrued fees and all other amounts payable (including any amount if any, owing to such Non-Consenting Lender pursuant to Section 2.10(j)2.3 and (iii) to it hereunder in connection with any prepayment of its Loans and under on the other Loan Documents from the assignee (to the extent date of such outstanding principal and accrued interest and fees) or assignment, the Borrower (in the case of all other amounts); (3) shall pay any amounts payable to such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented Non-Consenting Lender pursuant to the applicable amendment, waiver Sections 2.6 or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply2.7.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice (a) In this Clause: Non Consenting Lender means a Lender who does not agree to a Non-Consenting Lender and the Administrative Agentconsent or amendment to, require such Lender to or a waiver of, a provision of a Finance Document where: (i) be paid off in full for all the Company or the Facility Agent has requested the Lenders to consent to a departure from or waiver of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, any provision of any Finance Document or to agree to an amendment to any Finance Document; (ii) assign and delegatethe consent, without recourse waiver or amendment in question requires the consent of all of the Lenders; (iii) a period of not less than 21 days has elapsed from the date the consent, waiver or amendment was requested; (iv) the Majority Lenders have agreed to such consent, waiver or amendment; and (v) the Company has notified the Facility Agent that it will treat the Lender as a Non Consenting Lender. (b) If at any time any Lender becomes a Non Consenting Lender, then the Company may within 90 days of the date that Lender became a Non Consenting Lender: (i) request that the Lenders take a transfer in accordance with and subject Clause 27 (Changes to the restrictions contained in, and consents required by, Section 10.04), Parties) of all of its interests, the rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Finance Documents to of the Non Consenting Lender for an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount aggregate purchase price equal to the outstanding principal amount of such Non Consenting Lender’s participation in the outstanding Loans and all accrued interest, fees and other amounts due and unpaid on the transfer date to that Non Consenting Lender under the Finance Documents; no Lender shall be obliged to accept such a transfer and any such transfer may be made in such proportions and to such Lenders as the Lenders agree. The Non Consenting Lender shall be required to transfer its rights and obligations under the Finance Documents to Lenders who agree to accept such transfer as contemplated in this sub-paragraph; (ii) require the Non Consenting Lender to transfer, and the Non Consenting Lender must transfer, in accordance with Clause 27 (Changes to the Parties) all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable obligations under the Finance Documents to another bank or financial institution (including any other Lender) which has agreed to acquire the Non Consenting Lenders rights and obligations under the Finance Documents (as notified by the Company to the Non Consenting Lender and in the proportions notified by the Company to the Non Consenting Lender) for an aggregate purchase price equal to the outstanding principal amount of such Non Consenting Lender’s participation in the outstanding Loans and all accrued interest, fees and other amounts due and unpaid on the transfer date to that Non Consenting Lender under the Finance Documents; or (iii) notwithstanding any other provision of this Agreement, if the Majority Lenders agree, the Company may prepay the Non Consenting Lender’s participation in each Loan in full together with all accrued interest, fees and other amounts due and unpaid on the transfer date under the Finance Documents (including any Break Costs). (c) The replacement of a Lender pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (this Clause 26.3 shall be subject to the extent of such outstanding principal and accrued interest and fees) or the Borrower following conditions: (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4i) the applicable assignee Company shall have consented no right to replace the applicable amendment, waiver Facility Agent or consent. A Security Agent in its capacity as an Agent; (ii) no Finance Party shall have any obligation to any Obligor to find a Lender or replace the Non Consenting Lender; and (iii) in no event shall not the Lender replaced under this Clause 26.3 be required to make pay or surrender to any such assignment or delegation if, prior thereto, as a result replacement Lender any of a waiver the fees received by such Lender or otherwisepursuant to the Finance Documents. (d) For the avoidance of doubt, no Finance Party shall have any obligation to any Obligor to find a Lender to replace the circumstances entitling the Borrower to require such assignment and delegation cease to applyNon Consenting Lender.

Non-Consenting Lenders. The If any Co-Lender (other than MSB in its capacity as an initial Co-Lender and for so long as it owns an interest in the Loan) declines to consent to any amendment, waiver or consent that shall have been requested in a writing by Borrower to Administrative Agent, which amendment, waiver or consent is a Unanimous Decision or a Requisite Lender Decision (a “Non-Consenting Lender”), and such amendment, waiver or consent is not approved (e.g., all other Co-Lenders or all other Requisite Lenders, as applicable, have consented to such amendment, waiver or consent and such consent is insufficient in accordance with this Agreement to approve such amendment, waiver or consent), then Borrower, upon three (3) Business Days’ written notice to such Non-Consenting Lender (the “Consent Request Date”) may, at its sole expense and effort, upon notice to a require such Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), delegate all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee approved by Administrative Agent that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)obligations; provided thatthat (i) as of such Consent Request Date and as of the date that such Non-Consenting Lender is replaced in accordance with the terms and conditions hereof, in no Event of Default shall have occurred and be continuing other than an Event of Default which results solely from the case subject matter of this clause the amendment, waiver or consent that such Non-Consenting Lender disapproved, (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Non-Consenting Lender shall have received from the assignee Lender or Borrower payment of an amount equal to the outstanding principal amount of its Loans the Loan outstanding and participations in LC Disbursementsowed to such Non-Consenting Lender as of the date such Non-Consenting Lender is replaced, together with accrued and unpaid interest thereon, accrued fees and all any other amounts due and payable (including any amount pursuant to Section 2.10(j)) to it the Non-Consenting Lender hereunder in connection with any prepayment of its Loans and under the other Loan Documents from in respect of its Loan had the assignee Loan been repaid in full at such time, (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Law; law and (4iv) the applicable such assignee shall have consented Lender consents to the applicable proposed amendment, waiver or consentconsent on account of which Borrower shall have exercised its rights pursuant to this paragraph. A Non-Consenting Lender shall not be required to make any such assignment or and delegation if, if (y) prior thereto, as a result such Non-Consenting Lender consents to the applicable amendment, waiver or consent, or (z) such amendment, waiver or consent required the consent of a waiver by such Lender or otherwise, the circumstances entitling Requisite Lenders and the Borrower Lenders constituting the Requisite Lenders consent to require such assignment and delegation cease to applysame.

Non-Consenting Lenders. The Borrower may, at its sole expense Each Lender grants (x) to the Administrative Agent and effort, upon notice any Lender or group of affiliated Lenders which constitutes Requisite Lenders the right to a Non-Consenting Lender purchase all (but not less than all) of such Lender’s Term Loans owing to it and the Administrative Agent, require such Lender to (i) be paid off in full for Term Notes held by it and all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations hereunder and under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents, and (y) or any Affiliated Debt Fund); provided thatto Holdings the right to cause an assignment of all (but not less than all) of such Lender’s Term Loans owing to it, its participations in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived Term Notes held by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal it and all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it obligations hereunder in connection with any prepayment of its Loans and under the other Loan Documents from to Eligible Assignees, which right may be exercised by the assignee (to Administrative Agent, any Lender or group of affiliated Lenders which constitutes the extent of such outstanding principal and accrued interest and fees) Requisite Lenders or the Borrower (in Holdings, as the case of all other amounts); may be, if such Lender (3a “Non-Consenting Lender”) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented refuses to the applicable execute any amendment, waiver or consent. A consent which requires the written consent of Lenders other than Requisite Lenders and to which Requisite Lenders, the Administrative Agent and Holdings have otherwise agreed; provided that such Non-Consenting Lender shall receive, in connection with such assignment payment equal to the aggregate amount of outstanding Term Loans owed to such Lender (together with all accrued and unpaid interest, fees and all other amounts (other than indemnities) owed to such Lender). Each Lender agrees that if the Administrative Agent, any Lender or group of affiliated Lenders which constitutes Requisite Lenders or Holdings, as the case may be, exercises their option under this paragraph, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in subsection 9.1. Holdings shall be entitled (but not be required obligated) to make execute and deliver such agreements and documentation on behalf of such Non-Consenting Lender and any such agreements and/or documentation so executed by Holdings shall be effective for all purposes of documenting an assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower pursuant to require such assignment and delegation cease to applysubsection 9.1.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Non‑Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and Loans, premiums, fees, interest due and all other amounts payable to it (or to become payable to it upon such payoff in full) related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings assignment or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)); provided that, in the case of this clause (ii), (1) the Borrower or other assignee shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j2.10(k)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)Borrower; (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.and

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice (a) In this Clause: Non Consenting Lender means a Lender who does not agree to a Non-Consenting Lender and the Administrative Agentconsent or amendment to, require such Lender to or a waiver of, a provision of a Finance Document where: (i) be paid off in full for all the Company or the Facility Agent has requested the Lenders to consent to a departure from or waiver of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, any provision of any Finance Document or to agree to an amendment to any Finance Document; (ii) assign and delegatethe consent, without recourse waiver or amendment in question requires the consent of all of the Lenders; (iii) a period of not less than 21 days has elapsed from the date the consent, waiver or amendment was requested; (iv) the Majority Lenders have agreed to such consent, waiver or amendment; and (v) the Company has notified the Facility Agent that it will treat the Lender as a Non Consenting Lender. (b) If at any time any Lender becomes a Non Consenting Lender, then the Company may within 90 days of the date that Lender became a Non Consenting Lender: (i) request that the Lenders take a transfer in accordance with and subject Clause 27 (Changes to the restrictions contained in, and consents required by, Section 10.04), Parties) of all of its interests, the rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Finance Documents to of the Non Consenting Lender for an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount aggregate purchase price equal to the outstanding principal amount of such Non Consenting Lender's participation in the outstanding Loans and all accrued interest, fees and other amounts due and unpaid on the transfer date to that Non Consenting Lender under the Finance Documents; no Lender shall be obliged to accept such a transfer and any such transfer may be made in such proportions and to such Lenders as the Lenders agree. The Non Consenting Lender shall be required to transfer its rights and obligations under the Finance Documents to Lenders who agree to accept such transfer as contemplated in this sub-paragraph; (ii) require the Non Consenting Lender to transfer, and the Non Consenting Lender must transfer, in accordance with Clause 27 (Changes to the Parties) all of its Loans rights and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable obligations under the Finance Documents to another bank or financial institution (including any other Lender) which has agreed to acquire the Non Consenting Lenders rights and obligations under the Finance Documents (as notified by the Company to the Non Consenting Lender and in the proportions notified by the Company to the Non Consenting Lender) for an aggregate purchase price equal to the outstanding principal amount of such Non Consenting Lender's participation in the outstanding Loans and all accrued interest, fees and other amounts due and unpaid on the transfer date to that Non Consenting Lender under the Finance Documents; or (iii) notwithstanding any other provision of this Agreement, if the Majority Lenders agree, the Company may prepay the Non Consenting Lender's participation in each Loan in full together with all accrued interest, fees and other amounts due and unpaid on the transfer date under the Finance Documents (including any Break Costs). (c) The replacement of a Lender pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (this Clause 26.3 shall be subject to the extent of such outstanding principal and accrued interest and fees) or the Borrower following conditions: (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4i) the applicable assignee Company shall have consented no right to replace the applicable amendment, waiver Facility Agent or consent. A Security Agent in its capacity as an Agent; (ii) no Finance Party shall have any obligation to any Obligor to find a Lender or replace the Non Consenting Lender; and (iii) in no event shall not the Lender replaced under this Clause 26.3 be required to make pay or surrender to any such assignment or delegation if, prior thereto, as a result replacement Lender any of a waiver the fees received by such Lender or otherwisepursuant to the Finance Documents. (d) For the avoidance of doubt, no Finance Party shall have any obligation to any Obligor to find a Lender to replace the circumstances entitling the Borrower to require such assignment and delegation cease to applyNon Consenting Lender.

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan DocumentsDocuments (including any amount pursuant to Section 2.10(j) if a Repricing Event has occurred), or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.12, Section 2.15 and Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt FundFund (in its sole discretion)); provided that, that in the case of this clause (ii), (1A) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if a Repricing Event has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrower, (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Requirements of Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.