Common use of Non-Consenting Lenders Clause in Contracts

Non-Consenting Lenders. Each party hereto agrees that (a) each Existing Lender that shall not have executed a Lender Consent (collectively, the “Non-Extending Lenders”) shall be a Non-Consenting Lender pursuant to Section 2.21 of the Existing Credit Agreement and (b) notwithstanding the provisions of Section 2.21 of the Existing Credit Agreement and solely in connection with this Amendment, in lieu of any assignment on the Second Amendment Effective Date with respect to the Loans of any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the payment of the Non-Extending Lenders Payment, each Non-Extended Loan shall be deemed permanently repaid in full. To the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loans, the portion of such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment and such Extending Lender shall be deemed a Non-Extending Lender solely with respect to such Non-Extended Loans.

Non-Consenting Lenders. Each party hereto agrees that (a) The Borrower hereby gives notice to each Existing Lender that shall not have executed a Lender Consent (collectively, the “Non-Extending Lenders”) shall be a Non-Consenting Lender that, upon receipt of Lender Consents from the Existing Lenders constituting the Required Lenders, if such Non-Consenting Lender has not executed and delivered a Lender Consent on or prior to the Consent Deadline, such Non-Consenting Lender shall, pursuant to Section 2.21 2.19(b) of the Existing Credit Agreement and (b) notwithstanding the provisions of Section 2.21 Agreement, execute or be deemed to have executed a counterpart of the Existing Credit Agreement Master Assignment and solely shall in connection with this Amendment, accordance therewith sell its existing Term Loans as specified in lieu of any assignment on the Second Amendment Effective Date with respect Master Assignment. Pursuant to the Loans of any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the payment of the Non-Extending Lenders PaymentMaster Assignment, each Non-Extended Loan Consenting Lender shall be deemed permanently repaid in full. To sell and assign the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing existing Term LoansLoans as set forth in Schedule I to the Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Amendment No. 2 Effective Date, to Jefferies, as assignee (acting through any of its affiliates as it deems appropriate, in such capacity, the portion of “Replacement Lender”) under such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment Master Assignment, solely upon the consent and such Extending acceptance by the Replacement Lender. The Replacement Lender shall be deemed a Non-Extending Lender solely to have consented to this Amendment with respect to such Non-Extended Loanspurchased Term Loans at the time of such assignment.

Non-Consenting Lenders. Each party hereto agrees Notwithstanding anything to the contrary contained in Clauses 32.1 (Required Consents) and 32.2 (Exceptions), in connection with any amendment, waiver, discharge or termination, in the event that any Lender (a) each Existing Lender that shall not have executed a Lender Consent (collectively, the “Non-Extending LendersConsenting Lender”) whose consent thereto is required shall fail to consent or fail to consent in a timely manner, but the consent of any other Lenders to such amendment, waiver, discharge or termination that is required are obtained, if any, then the Agent shall have the right, but not the obligation, at any time thereafter, and upon the exercise by the Agent of such right, such Non-Consenting Lender shall have the obligation, to sell, assign and transfer to the Agent or such transferee as the Agent may specify with the consent of the Company, the Commitment of such Non-Consenting Lender and all rights and interests of such Non-Consenting Lender pursuant thereto. The Agent shall provide the Non-Consenting Lender with prior written notice of its intent to exercise its right under this clause, which notice shall specify the date on which such purchase and sale shall occur. Such purchase and sale shall be pursuant to the terms of a Transfer Certificate (whether or not executed by the Non-Consenting Lender), except that on the date of such purchase and sale, the Agent, or the Transferee specified by the Agent, shall pay to the Non-Consenting Lender (except as the Agent and such Non-Consenting Lender may otherwise agree) the amount equal to: (i) the principal balance of the Loans held by the Non-Consenting Lender outstanding as of the close of business on the business day immediately preceding the effective date of such purchase and sale, plus (ii) amounts accrued and unpaid in respect of interest and fees payable to the Non-Consenting Lender to the effective date of the purchase (but in no event shall the Non-Consenting Lender be entitled to any early termination or cancellation fee), minus (iii) the amount of the closing fee received by the Non-Consenting Lender pursuant to Section 2.21 the terms hereof or of any of the Existing Credit Agreement and (b) notwithstanding other Financing Agreements multiplied by the provisions fraction, the numerator of Section 2.21 which is the number of months remaining in the then current term of the Existing Credit Agreement Facility and solely the denominator of which is the number of months in connection with this Amendment, in lieu of any assignment the then current term thereof. Such purchase and sale shall be effective on the Second Amendment Effective Date with respect date of the payment of such amount to the Loans of any Non-Extending Lenders (Consenting Lender and the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the payment Commitment of the Non-Extending Lenders Payment, each Non-Extended Loan shall be deemed permanently repaid in full. To the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loans, the portion of such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment and such Extending Consenting Lender shall be deemed a Non-Extending Lender solely with respect to terminate on such Non-Extended Loansdate.

Non-Consenting Lenders. Each party hereto agrees that If any Lender (a) each Existing Lender that shall not have executed such Lender, a Lender Consent (collectively, the “Non-Extending LendersConsenting Lender”) shall be has failed to consent to a Non-Consenting Lender pursuant to Section 2.21 of the Existing Credit Agreement and (b) notwithstanding the provisions of Section 2.21 of the Existing Credit Agreement and solely in connection with this Amendmentproposed amendment, in lieu of any assignment on the Second Amendment Effective Date with respect to the Loans of any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lenderwaiver, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender discharge or termination which pursuant to the terms of Section 2.21 9.02 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (the “unless such Non-Extending Lenders Payment”Consenting Lender grants such consent) at its sole expense to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans to one or more assignees; provided, that: (a) all obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment and (iib) immediately after the payment replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Extending Lenders Payment, each Non-Extended Loan shall be deemed permanently repaid in full. To the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loans, the portion of such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment and such Extending Consenting Lender shall be deemed a Non-Extending Lender solely necessary in connection with respect to such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, Agent, such Non-Extended LoansConsenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided, that if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment.

Non-Consenting Lenders. Each party hereto agrees that (a) The Borrower hereby gives notice to each Existing Non- Consenting Lender that shall not have executed a that, upon receipt of Revolving Lender Consent (collectivelyConsents, the “Non-Extending Lenders”) shall be a if such Non-Consenting Lender pursuant to Section 2.21 of the Existing Credit Agreement has not executed and (b) notwithstanding the provisions of Section 2.21 of the Existing Credit Agreement and solely in connection with this Amendmentdelivered a Revolving Lender Consent, in lieu of any assignment on the Second Amendment Effective Date with respect to the Loans of any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Consenting Lender pursuant shall execute or be deemed to have executed a counterpart of the Assignment and Assumption and shall in accordance therewith sell its existing Revolving Credit Loans and Revolving Credit Commitments as specified in the Assignment and Assumption. Pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) Assignment and (ii) immediately after the payment of the Non-Extending Lenders PaymentAssumption, each Non-Extended Loan Consenting Lender shall be deemed permanently repaid in full. To sell and assign the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loansexisting Revolving Credit Loans and Revolving Credit Commitments as set forth in the Assignment and Assumption, as such Assignment and Assumption is completed by the portion of Administrative Agent on or prior to the Eighth Amendment Effective Date, to the applicable assignee(s) as set forth in the Assignment and Assumption (in such Existing Term Loans which do not become Term B-1 Loans will capacity, each a “Replacement Lender”) under such Assignment and Assumption, solely upon the consent and acceptance by the Replacement Lenders. The Replacement Lenders shall be deemed to be Non-Extended Loans for purposes of have consented to this Eighth Amendment and such Extending Lender shall be deemed a Non-Extending Lender solely with respect to such Non-Extended Loanspurchased Revolving Credit Loans and Revolving Credit Commitments at the time of such assignment, as reflected on Schedule II hereto.

Non-Consenting Lenders. Each party hereto agrees that (a) The Borrowers hereby give notice to each Existing Lender that shall not have executed a Lender Consent (collectively, the “Non-Extending Lenders”) shall be a Non-Consenting Lender that, immediately prior to the Amendment No. 5 Effective Date, such Non-Consenting Lender shall, pursuant to Section 2.21 2.19(e) of the Existing Credit Agreement, execute and deliver or be deemed to have executed and delivered a counterpart of the applicable Extension Amendment Assignment (including by the Borrowers executing and delivering such Extension Amendment Assignment on behalf of such Non-Consenting Lender in accordance with Section 2.19(e) of the Credit Agreement) and shall in accordance therewith assign and delegate, without recourse (in accordance with Section 10.07 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and (b) notwithstanding the provisions related Loan Documents in respect of Section 2.21 of the its Existing Credit Agreement and solely in connection with this Amendment, in lieu of any assignment on the Second Amendment Effective Date with respect to the Loans of any Non-Extending Lenders (the “Non-Extended Term Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay . Pursuant to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the payment of the Non-Extending Lenders PaymentExtension Amendment Assignment, each Non-Extended Loan Consenting Lender shall be deemed permanently repaid in full. To sell and assign the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term LoansLoans as set forth therein (which shall be consistent with the Replacement Extended Term Commitments Schedule) to the Replacement Extending Term Lender(s) under the applicable Extension Amendment Assignment, upon the portion consent and acceptance by the applicable Replacement Extending Term Lender(s) and either (x) such Non-Consenting Lender or (y) the Borrowers on behalf of such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment and such Consenting Lender. Each Replacement Extending Term Lender shall be deemed a Non-Extending Lender solely to have consented to this Amendment with respect to such purchased and assigned Existing Term Loans at the time of such assignment, and upon the Amendment No. 5 Effective Date, all such assigned Existing Term Loans shall become Extended Term Loans. To the extent required pursuant to Section 10.07 of the Credit Agreement, each of the Administrative Agent and the Borrowers hereby consents to each assignment of the Existing Term Loans of each Non-Extended LoansConsenting Lender to the applicable Replacement Extending Term Lender(s) pursuant to this Section 1.1(d).

Non-Consenting Lenders. Each party hereto agrees that (a) each Existing Lender that shall not have executed a Lender Consent (collectivelyIf, the “Non-Extending Lenders”) shall be a Non-Consenting Lender pursuant to Section 2.21 in connection with any proposed amendment, consent, waiver, release or termination of the Existing Credit Agreement and (b) notwithstanding any of the provisions of Section 2.21 this Agreement or any other Credit Document that requires the consent of all the Lenders, and the consent of the Existing Credit Agreement 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 portion of the Term Loan outstanding and solely repay such outstanding portion of the Term Loan of each such non-consenting Lender; provided that, unless portions of the Term Loan that are terminated and the portions of the Term Loan that are repaid pursuant to the preceding clause (B) are immediately replaced in connection with this Amendmentfull at such time through the addition of new Lenders or the increase of the outstanding portions of Term Loan of existing Lenders (who in each case must specifically consent thereto), then in lieu the case of any assignment on the Second Amendment Effective Date with respect action pursuant to preceding clause (B), each Lender (determined after giving effect to the Loans proposed action) shall specifically consent thereto. The Borrowers may, at the sole expense and effort of any Non-Extending Lenders (the “Non-Extended Loans”) Borrowers, upon notice to any Replacement LenderLender that the Borrowers desire to replace pursuant to clause (A) above, and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section ), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations; provided that (i) the BorrowerBorrowers shall have received the prior written consent of the Administrative Agent, rather than any such Replacement Lenderwhich consent shall not be unreasonably withheld, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the such Lender shall have received payment of an amount equal to the Non-Extending Lenders Paymentoutstanding principal of its portion of the Term Loan, each Non-Extended Loan shall be deemed permanently repaid in full. To accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loans, the portion of such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes outstanding principal and accrued interest and fees) or the Borrowers (in the case of this Amendment and such Extending Lender shall be deemed a Non-Extending Lender solely with respect to such Non-Extended Loansall other amounts, including any breakage compensation under Section hereof).

Non-Consenting Lenders. Each party hereto agrees that (a) each Existing If any existing 2016 Incremental Lender that shall not have executed holding 2016 Incremental Term Loans declines or fails to consent to this Agreement (a Lender Consent (collectively, the “Non-Extending LendersConsenting Lender”) by returning an executed counterpart of this Agreement to the Administrative Agent prior to Wednesday July 19, 2017 at 12:00 p.m. (New York Time), then pursuant to and in compliance with the terms of Section 2.22(b) and 11.05(g) of the Existing Credit Agreement, such 2016 Incremental Lender may be replaced and the 2016 Incremental Term Loans held by it may be purchased and assumed by an assignee upon such assignee’s execution of this Agreement (which will also be deemed to be the execution of an Assignment Agreement, and the execution of this Agreement by the Administrative Agent and the Borrower shall be a Non-Consenting Lender pursuant deemed to be the consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Existing Credit Agreement) thereto) and payment by such assignee of the purchase price required by Section 2.21 2.22(b) of the Existing Credit Agreement. For purposes hereof, the Administrative Agent and the Borrower agree that this Agreement shall constitute an Assignment Agreement for purposes of the Credit Agreement (including, without limitation, in respect of Section 2.22(b) thereof) and that the provisions set forth in Annex I (Standard Terms and Conditions for Assignment Agreement) of Exhibit E to the Existing Credit Agreement shall apply in regard to any assignments effected hereby. (b) Notwithstanding anything to the contrary in the Existing Credit Agreement and for the avoidance of doubt, all 2016 Incremental Term Loans held by Non-Consenting Lenders that are assigned pursuant to this Agreement and for which accrued and unpaid interest has been paid pursuant to Section 4(a) shall accrue interest solely on and after the Amendment No. 6 Effective Date. For the further avoidance of doubt, nothing herein shall be deemed to modify the definition of “Applicable Margin” for any day in the relevant period prior to the Amendment No. 6 Effective Date for purposes of calculating interest accrued prior to the Amendment No. 6 Effective Date. (bc) notwithstanding Each of the provisions parties hereto acknowledges and agrees that the terms of Section 2.21 this Agreement do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by the Existing Credit Agreement and solely in connection with this Amendment, in lieu of any assignment on the Second Amendment Effective Date with respect to the Loans of any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the payment of the Non-Extending Lenders Payment, each Non-Extended Loan shall be deemed permanently repaid in full. To the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loans, the portion of such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment and such Extending Lender shall be deemed a Non-Extending Lender solely with respect to such Non-Extended LoansAgreement.

Non-Consenting Lenders. Each party hereto agrees that (a) If any Lender holding Initial Term Loans immediately prior to the First Amendment Effective Date (each such Lender, an “Existing Lender that shall not have executed Term Loan Lender”) declines or fails to consent to this Amendment (each, a Lender Consent (collectively, the “Non-Extending LendersConsenting Lender”) shall be a by failing to return an executed counterpart to this Amendment to the Agent prior to the Consent Deadline, then pursuant to and in compliance with the terms of Section 2.20(a)(iv) of the Amended Credit Agreement, such Non-Consenting Lender pursuant to Section 2.21 may be replaced and all of its interests, rights and obligations under the Existing Credit Agreement and (b) notwithstanding the provisions of Section 2.21 of the Existing Credit Agreement and solely in connection with this Amendment, in lieu of any assignment on the Second Amendment Effective Date related Loan Documents with respect to its Initial Term Loans purchased and assigned to the Loans Purchasing Term Lender. As of any the First Amendment Effective Date, each Non-Extending Lenders Consenting Lender will be deemed to have assigned all of its then outstanding Initial Term Loans to the Purchasing Term Lender (the “Non-Extended LoansConsenting Lender Assignments”), pursuant to and in compliance with the terms of Section 2.20(a)(iv) of the Amended Credit Agreement; provided that pursuant to the proviso set forth in Section 9.04(c)(iii) of the Amended Credit Agreement, no Assignment and Assumption shall be required in connection with any Replacement such purchase and sale of Initial Term Loans held by any Non-Consenting Lender. Each Non-Consenting Lender shall be paid in same day funds on the First Amendment Effective Date all accrued and unpaid interest, fees (if any) and other amounts due on its Initial Term Loans to, but not including, the First Amendment Effective Date. This Amendment shall be deemed to be an assignment by each Non-Consenting Lender of its Initial Term Loans to the Purchasing Term Lender. (b) The Purchasing Term Lender hereby (i) agrees to the BorrowerAmendment and agrees to purchase, rather than at par on the First Amendment Effective Date, all Initial Term Loans held by Non-Consenting Lenders, (ii) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (iii) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such Replacement documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, (iv) appoints and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender, shall pay . (c) The Agent hereby (i) consents to this Amendment and consents to the assignment of the then outstanding Initial Term Loans of each Non-Extending Consenting Lender to the full amount Purchasing Term Lender in accordance with Sections 2.20(a)(iv) and 9.04 of the Amended Credit Agreement and (ii) agrees that no assignment fees specified in Section 9.04 of the Amended Credit Agreement shall be required to be paid in connection with such assignment. (d) For the avoidance of doubt, all Initial Term Loans outstanding immediately prior to such Non-Extending Lender pursuant the First Amendment Effective Date shall continue to be outstanding as Initial Term Loans under the Amended Credit Agreement on and after the First Amendment Effective Date, subject to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the payment of the Non-Extending Lenders Payment, each Non-Extended Loan shall be deemed permanently repaid in full. To the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loans, the portion of such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment and such Extending Lender for the avoidance of doubt the Initial Term Loans shall be deemed a Non-Extending Lender solely with respect to such Non-Extended Loanscontinue as the same Class of Term Loans for all purposes under the Amended Credit Agreement.

Non-Consenting Lenders. Each party hereto agrees that (a) The Borrowers have given notice to each Existing Lender that shall not have executed a Lender Consent (collectively, the “Non-Extending Lenders”) shall be a Non-Consenting Lender that, upon receipt of consents to this Amendment from the Existing Lenders constituting the Required Lenders, such Non-Consenting Lender shall, pursuant to Section 2.21 9.6(b) of the Existing Credit Agreement and (b) notwithstanding concurrently with the provisions effectiveness of Section 2.21 this amendment, execute or be deemed to have executed a counterpart of an Assignment and Assumption and shall in accordance therewith sell its existing Commitments and Loans as specified in the applicable Assignment and Assumption or any other similar document. Each of the Existing parties hereto agrees that, after giving effect to this Amendment and the applicable Assignment and Assumptions referenced in the foregoing sentence, the revised Revolving Commitment of each Lender (as of the Fifth Amendment Effective Date) shall be as set forth on Schedule 1.1(d) of the Credit Agreement and solely in attached hereto as Annex C. In connection with this Amendment, the outstanding Revolving Loans and participation interests in lieu existing Letters of Credit shall be reallocated by causing such fundings and repayments (which shall not be subject to any assignment on processing and/or recordation fees) among the Second Amendment Effective Date with respect Lenders of the Revolving Loans as necessary such that, after giving effect to the Revolver Increase and the reallocations contemplated hereby, each Lender will hold Revolving Loans of based on its Revolving Commitment as set forth on such Schedule 1.1(d). The Borrowers shall be responsible for any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of costs arising under Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the payment 2.15 of the Non-Extending Lenders Payment, each Non-Extended Loan shall be deemed permanently repaid in full. To the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loans, the portion of Credit Agreement resulting from such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment reallocation and such Extending Lender shall be deemed a Non-Extending Lender solely with respect to such Non-Extended Loansrepayments.

Non-Consenting Lenders. Each party hereto agrees that (a) The US Borrower hereby gives notice to each Existing Lender that shall not have executed a Lender Consent (collectively, the “Non-Extending Lenders”) shall be a Non-Consenting Lender that, upon receipt of Existing Lender Consents from existing Lenders having Revolving Credit Exposure and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposure and aggregate unused Commitments immediately prior to the First Amendment Effective Date, if such Non-Consenting Lender has not executed and delivered an Existing Lender Consent on or prior to the Consent Deadline, such Non-Consenting Lender shall, pursuant to Section 2.21 2.19(b)(iv) of the Existing Credit Agreement and (b) notwithstanding the provisions of Section 2.21 Agreement, execute or be deemed to have executed a counterpart of the Existing Credit Agreement Assignment and solely Assumption and shall in connection with this Amendment, accordance therewith sell its existing Revolving Loans and Commitments as specified in lieu of any assignment on the Second Amendment Effective Date with respect Assignment and Assumption. Pursuant to the Loans of any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) Assignment and (ii) immediately after the payment of the Non-Extending Lenders PaymentAssumption, each Non-Extended Loan Consenting Lender shall be deemed permanently repaid in full. To sell and assign the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loansexisting Revolving Loans and Commitments as set forth in the Assignment and Assumption, as such Assignment and Assumption is completed by the portion of Administrative Agent on or prior to the First Amendment Effective Date, to the applicable assignee(s) as set forth in the Assignment and Assumption (in such Existing Term Loans which do not become Term B-1 Loans will capacity, each a “Replacement Lender”) under such Assignment and Assumption, solely upon the consent and acceptance by the Replacement Lenders. The Replacement Lenders shall be deemed to be Non-Extended Loans for purposes of have consented to this First Amendment and such Extending Lender shall be deemed a Non-Extending Lender solely with respect to such Non-Extended Loanspurchased Revolving Loans and Commitments at the time of such assignment.

Non-Consenting Lenders. Each party hereto agrees that (a) The Borrower hereby gives notice to each Existing Non- Consenting Lender that shall not have executed a that, upon receipt of Revolving Lender Consent (collectivelyConsents and Consents of Lenders representing at least the Required Lenders, the “Non-Extending Lenders”) shall be a if such Non-Consenting Lender has not executed and delivered a Revolving Lender Consent on or prior to the Consent Deadline, such Non-Consenting Lender shall, pursuant to Section 2.21 2.22 of the Existing Credit Agreement and (b) notwithstanding the provisions of Section 2.21 Agreement, execute or be deemed to have executed a counterpart of the Existing Assignment and Assumption and shall in accordance therewith sell its existing Revolving Credit Agreement Loans and solely Revolving Credit Commitments as specified in connection with this Amendment, in lieu of any assignment on the Second Amendment Effective Date with respect Assignment and Assumption. Pursuant to the Loans of any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) Assignment and (ii) immediately after the payment of the Non-Extending Lenders PaymentAssumption, each Non-Extended Loan Consenting Lender shall be deemed permanently repaid in full. To sell and assign the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its Existing Term Loansexisting Revolving Credit Loans and Revolving Credit Commitments as set forth in the Assignment and Assumption, as such Assignment and Assumption is completed by the portion of Administrative Agent on or prior to the Fourth Amendment Effective Date, to the applicable assignee(s) as set forth in the Assignment and Assumption (in such Existing Term Loans which do not become Term B-1 Loans will capacity, each a “Replacement Lender”) under such Assignment and Assumption, solely upon the consent and acceptance by the Replacement Lenders. The Replacement Lenders shall be deemed to be Non-Extended Loans for purposes of have consented to this Fourth Amendment and such Extending Lender shall be deemed a Non-Extending Lender solely with respect to such Non-Extended Loanspurchased Revolving Credit Loans and Revolving Credit Commitments at the time of such assignment, as reflected on Schedule I hereto.

Non-Consenting Lenders. Each party hereto agrees that (a) The Borrower hereby gives notice to each Existing Lender that shall not have executed a Lender Consent (collectively, the “Non-Extending Lenders”) shall be a Non-Consenting Lender that, upon receipt of Lender Consents from Lenders holding more than 50% of the aggregate outstanding principal amount of the Initial Term Loans immediately prior to the Third Amendment Effective Date, if such Non-Consenting Lender has not executed and delivered a Lender Consent on or prior to the Consent Deadline, such Non-Consenting Lender shall, pursuant to Section 2.21 2.19(b) of the Existing Credit Agreement and (b) notwithstanding the provisions of Section 2.21 Agreement, execute or be deemed to have executed a counterpart of the Existing Credit Agreement Master Assignment and solely shall in connection with this Amendment, accordance therewith sell its Initial Term Loans as specified in lieu of any assignment on the Second Amendment Effective Date with respect Master Assignment. Pursuant to the Loans of any Non-Extending Lenders (the “Non-Extended Loans”) to any Replacement Lender, (i) the Borrower, rather than any such Replacement Lender, shall pay to each Non-Extending Lender the full amount required to be paid to such Non-Extending Lender pursuant to the terms of Section 2.21 (the “Non-Extending Lenders Payment”) and (ii) immediately after the payment of the Non-Extending Lenders PaymentMaster Assignment, each Non-Extended Loan Consenting Lender shall be deemed permanently repaid in full. To sell and assign the extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate entire outstanding principal amount of its Existing Initial Term LoansLoans as set forth in Schedule I to the Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Third Amendment Effective Date, to Barclays Bank PLC, as assignee (in such capacity, the portion of “Replacement Lender”), under such Existing Term Loans which do not become Term B-1 Loans will be deemed to be Non-Extended Loans for purposes of this Amendment Master Assignment, solely upon the consent and such Extending acceptance by the Replacement Lender. The Replacement Lender shall be deemed a Non-Extending Lender solely to have consented to this Amendment with respect to such Non-Extended Loanspurchased Initial Term Loans at the time of such assignment.

Non-Consenting Lenders. Each party hereto agrees that (a) The Borrower hereby elects, pursuant to Section 9.02(c) of the Existing Credit Agreement, to replace each Existing Lender that shall not have executed a Lender Consent (collectively, the “Non-Extending Lenders”) shall be a Non-Consenting Lender pursuant with a Replacement Lender as of the Amendment No. 1 Effective Date; (b) Pursuant to Section 2.21 5.1(a) hereof and Section 9.02(c) of the Existing Credit Agreement, on the Amendment No. 1 Effective Date, each Non-Consenting Lender shall, upon notice from the Borrower to such Non-Consenting Lender and the Administrative Agent, be deemed to have assigned and delegated all of such Non-Consenting Lender’s rights, interests and obligations under the Credit Agreement to a Replacement Lender, as assignee, at a purchase price equal to 100% of the outstanding principal amount of such Non-Consenting Lender’s Loans and unreimbursed participations in LC Disbursements, if any (b) notwithstanding the “Purchase Price”). On and as of the Amendment No. 1 Effective Date, immediately after giving effect to the provisions of Section 2.21 of the Existing Credit Agreement and solely in connection with this Amendment5.1(a) hereof, in lieu of any assignment on the Second Amendment Effective Date with respect each Replacement Lender shall pay to the Loans of any applicable Non-Extending Lenders (Consenting Lender the “Non-Extended Loans”) to any Replacement LenderPurchase Price for the Loans and unreimbursed participations in LC Disbursements, (i) the Borrowerif any, rather than any acquired by such Replacement Lender. By receiving such Purchase Price, shall pay to together with accrued and unpaid interest and fees and any applicable Other Amounts, each Non-Extending Consenting Lender shall automatically be deemed to have assigned its Loans, unreimbursed participations in LC Disbursements, if any, Initial Revolving Commitments, if any, and all of its other rights, interests and obligations under the full amount required to be paid Credit Agreement to such Non-Extending Replacement Lender pursuant to the terms of Section 2.21 (the “an Assignment and Assumption, and accordingly no other action by such Non-Extending Lenders Payment”Consenting Lender shall be required in connection therewith. Upon payment to a Non-Consenting Lender of the applicable Purchase Price, together with accrued and unpaid interest and fees and any applicable Other Amounts, such Non-Consenting Lender shall automatically cease to be a Lender under the Existing Credit Agreement. (c) Subject to the terms and conditions set forth herein, on the Amendment No. 1 Effective Date, (i) the Term Loan Replacement Lender, as assignee, agrees to acquire by assignment from the Non-Consenting Lenders, at the applicable Purchase Price, Initial Term Loans in an aggregate principal amount not to exceed the amount set forth on the Term Loan Replacement Lender’s signature page hereto, and (ii) immediately after the payment of the Non-Extending Lenders Paymenteach RC Replacement Lender, as assignee, agrees to acquire by assignment from each Non-Extended Loan Consenting Lender that is a Revolving Lender, at the applicable Purchase Price, Revolving Loans and unreimbursed participations in LC Disbursements, if any, and the Initial Revolving Commitments of such Non-Consenting Lender, provided that after giving effect to any such assignment, each RC Replacement Lender’s Revolving Commitment does not exceed the amount set forth opposite its name on Schedule I hereto. (d) Each Replacement Lender, by delivering its signature page to this Amendment and acquiring by assignment Initial Term Loans, unreimbursed participations in LC Disbursements, if any, and/or Initial Revolving Commitments, as applicable, in accordance with this Section 5.1, shall be deemed permanently repaid to have acknowledged receipt of, and consented to and approved, this Amendment and each other Loan Document required to be approved by any Lenders on the Amendment No. 1 Effective Date. (e) The transactions described in full. To this Section 5.1 will be deemed to satisfy the extent an Extending Lender receives an allocation requirements of Term B-1 Loans which is less than Section 9.02(c) and Section 9.04(b) of the aggregate principal amount Existing Credit Agreement in respect of its Existing the assignment of Initial Term Loans, the portion of such Existing Term Loans which do not become Term B-1 Loans unreimbursed participations in LC Disbursements, if any, and Initial Revolving Commitments, by Non-Consenting Lenders and this Amendment will be deemed to be Non-Extended Loans for purposes of this Amendment an Assignment and such Extending Lender shall be deemed a Non-Extending Lender solely Assumption with respect to such Non-Extended Loansassignments. (f) Each of the parties hereto hereby agrees that each Replacement Lender shall have all the rights and obligations of a Lender under the Credit Agreement.