Common use of NONCONSENTING LENDER Clause in Contracts

NONCONSENTING LENDER. (a) In the event that a Lender (in this Section 15.11, a “NonConsenting Lender”) does not provide its Consent to a proposal by the Administrative Agent to take action which requires consent under this Article 15, then one or more Lenders who provided Consent to such action may require the assignment, without recourse and in accordance with the procedures outlined in Section 16.1, below, of the NonConsenting Lender’s commitment hereunder on five (5) days written notice to the Administrative Agent and to the NonConsenting Lender. (b) At the end of such five (5) days, and provided that the NonConsenting Lender delivers the Note held by the NonConsenting Lender to the Administrative Agent, the Lenders who have given such written notice shall Transfer the following to the NonConsenting Lender: (i) Such NonConsenting Lender’s Pro-Rata share of the principal and interest of the Loans to the date of such assignment. (ii) All fees distributable hereunder to the NonConsenting Lender to the date of such assignment. (iii) Any out-of-pocket costs and expenses for which the NonConsenting Lender is entitled to reimbursement from the Loan Parties. (c) In the event that the NonConsenting Lender fails to deliver to the Administrative Agent the Note held by the NonConsenting Lender as provided in Section 15.11(b), then: (i) The amount otherwise to be Transferred to the NonConsenting Lender shall be Transferred to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to the NonConsenting Lender upon delivery of the Note held by that NonConsenting Lender. (ii) The Note held by the NonConsenting Lender shall have no force or effect whatsoever. (iii) The NonConsenting Lender shall cease to be a “Lender”. (iv) The Lender(s) which have Transferred the amount to the Administrative Agent as described above shall have succeeded to all rights and become subject to all of the obligations of the NonConsenting Lender as a “Lender”. (d) In the event that more than One (1) Lender wishes to require such assignment, the NonConsenting Lender’s commitment hereunder shall be divided among such Lenders, pro-rata based upon their respective Loan Commitments, with the Administrative Agent coordinating such transaction. (e) The Administrative Agent shall coordinate the retirement of the Note held by the NonConsenting Lender and the issuance of Notes to those Lenders which “take-out” such NonConsenting Lender, provided, however, no processing fee otherwise to be paid as provided in Section 16.2(b) shall be due under such circumstances.

NONCONSENTING LENDER. (a) In the event that a Lender (in this Section 15.1115.10, a “NonConsenting Lender”) does not provide its Consent to a proposal by the Administrative Agent to take action which requires consent under this Article 15, then one or more Lenders who provided Consent to such action may require the assignment, without recourse and in accordance with the procedures outlined in Section 16.1, below, of the NonConsenting Lender’s commitment hereunder on five Fifteen (515) days written notice to the Administrative Agent and to the NonConsenting Lender. (b) At the end of such five Fifteen (515) days, and provided that the NonConsenting Lender delivers the Note Notes held by the NonConsenting Lender to the Administrative Agent, the Lenders who have given such written notice shall Transfer the following to the NonConsenting Lender: (i) Such NonConsenting Lender’s Propro-Rata rata share of the principal and interest of the Loans to the date of such assignment. (ii) All fees distributable hereunder to the NonConsenting Lender to the date of such assignment. (iii) Any out-of-pocket costs and expenses for which the NonConsenting Lender is entitled to reimbursement from the Loan PartiesBorrower. (c) In the event that the NonConsenting Lender fails to deliver to the Administrative Agent the Note Notes held by the NonConsenting Lender as provided in Section 15.11(b15.10(b), then: (i) The amount otherwise to be Transferred to the NonConsenting Lender shall be Transferred to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to the NonConsenting Lender upon delivery of the Note held by that NonConsenting Lender. (ii) The Note held by the NonConsenting Lender shall have no force or effect whatsoever. (iii) The NonConsenting Lender shall cease to be a “Lender”. (iv) The Lender(s) which have Transferred the amount to the Administrative Agent as described above shall have succeeded to all rights and become subject to all of the obligations of the NonConsenting Lender as a “Lender”. (d) In the event that more than One (1) Lender wishes to require such assignment, the NonConsenting Lender’s commitment hereunder shall be divided among such Lenders, pro-rata based upon their respective Revolving Credit Percentage Commitments and Term Loan CommitmentsPercentages, with the Administrative Agent coordinating such transaction. (e) The Administrative Agent shall coordinate the retirement of the Note held by the NonConsenting Lender and the issuance of Notes to those Lenders which “take-out” such NonConsenting Lender, provided, however, no processing fee otherwise to be paid as provided in Section 16.2(b) shall be due under such circumstances.

NONCONSENTING LENDER. (a) In the event that a Lender (in this Section 15.1115.10, a “"NonConsenting Lender”") does not provide its Consent to a proposal by the Administrative Agent to take action which requires consent under this Article 15, then subject to the prior consent of the Administrative Agent, one or more Lenders who provided Consent to such action may require the assignment, without recourse and in accordance with the procedures outlined in Section 16.1, below, of the NonConsenting Lender’s 's commitment hereunder on five fifteen (515) days written notice to the Administrative Agent and to the NonConsenting Lender. (b) At the end of such five fifteen (515) days, and provided that the NonConsenting Lender delivers the Note held by the NonConsenting Lender to the Administrative Agent, the Lenders who have given such written notice shall Transfer the following to the NonConsenting Lender: (i) Such NonConsenting Lender’s Pro-Rata 's pro rata share of the principal and interest of the Loans to the date of such assignment. (ii) All fees distributable hereunder to the NonConsenting Lender to the date of such assignment. (iii) Any out-of-pocket costs and expenses for which the NonConsenting Lender is entitled to reimbursement from the Loan PartiesBorrowers. (c) In the event that the NonConsenting Lender fails to deliver to the Administrative Agent the Note Note(s) held by the NonConsenting Lender as provided in Section 15.11(b15.10(b), then: (i) The amount otherwise to be Transferred to the NonConsenting Lender shall be Transferred to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to the NonConsenting Lender upon delivery of the Note Note(s) held by that NonConsenting Lender. (ii) The Note Note(s) held by the NonConsenting Lender shall have no force or effect whatsoever. (iii) The NonConsenting Lender shall cease to be a “"Lender”". (iv) The Lender(s) which have Transferred the amount to the Administrative Agent as described above shall have succeeded to all rights and become subject to all of the obligations of the NonConsenting Lender as a “"Lender”". (d) In the event that more than One one (1) Lender wishes to require such assignment, the NonConsenting Lender’s 's commitment hereunder shall be divided among such Lenders, pro-pro rata based upon their respective Loan Commitments, Revolving Credit Commitment Percentages with the Administrative Agent coordinating such transaction. (e) The Administrative Agent shall coordinate the retirement of the Note Note(s) held by the NonConsenting Lender and the issuance of Notes to those Lenders which “"take-out” " such NonConsenting Lender, provided, however, no processing fee otherwise to be paid as provided in Section 16.2(b) shall be due under such circumstances.

NONCONSENTING LENDER. (a) In the event that a Lender (in this Section 15.1115.10, a “"NonConsenting Lender”") does not provide its Consent to a proposal by the Administrative Agent to take action which requires consent under this Article 15, then subject to the prior consent of the Administrative Agent, one or more Lenders who provided Consent to such action may require the assignment, without recourse and in accordance with the procedures outlined in Section 16.1, below, of the NonConsenting Lender’s 's commitment hereunder on five fifteen (515) days written notice to the Administrative Agent and to the NonConsenting Lender. (b) At the end of such five fifteen (515) days, and provided that the NonConsenting Lender delivers the Note held by the NonConsenting Lender to the Administrative Agent, the Lenders who have given such written notice shall Transfer the following to the NonConsenting Lender: (i) Such NonConsenting Lender’s Pro-Rata 's pro rata share of the principal and interest of the Loans to the date of such assignment. (ii) All fees distributable hereunder to the NonConsenting Lender to the date of such assignment. (iii) Any out-of-pocket costs and expenses for which the NonConsenting Lender is entitled to reimbursement from the Loan PartiesBorrowers. (c) In the event that the NonConsenting Lender fails to deliver to the Administrative Agent the Note Note(s) held by the NonConsenting Lender as provided in Section 15.11(b15.10(b), then: (i) The amount otherwise to be Transferred to the NonConsenting Lender shall be Transferred to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to the NonConsenting Lender upon delivery of the Note Note(s) held by that NonConsenting Lender. (ii) The Note Note(s) held by the NonConsenting Lender shall have no force or effect whatsoever. (iii) The NonConsenting Lender shall cease to be a “"Lender”". (iv) The Lender(s) which have Transferred the amount to the Administrative Agent as described above shall have succeeded to all rights and become subject to all of the obligations of the NonConsenting Lender as a “"Lender”". (d) In the event that more than One one (1) Lender wishes to require such assignment, the NonConsenting Lender’s 's commitment hereunder shall be divided among such Lenders, pro-pro rata based upon their respective Term Loan CommitmentsPercentages or Revolving Credit -100- 110 Commitment Percentages, as the case may be, with the Administrative Agent coordinating such transaction. (e) The Administrative Agent shall coordinate the retirement of the Note Note(s) held by the NonConsenting Lender and the issuance of Notes to those Lenders which “"take-out” " such NonConsenting Lender, provided, however, no processing fee otherwise to be paid as provided in Section 16.2(b) shall be due under such circumstances.

NONCONSENTING LENDER. (a) In the event that a Lender (in this Section 15.1115.10, a “NonConsenting Lender”) does not provide its Consent to a proposal by the Administrative Agent to take action which requires consent under this Article 15, then one or more Lenders who provided Consent to such action may require the assignment, without recourse and in accordance with the procedures outlined in Section 16.1, below, of the NonConsenting Lender’s commitment hereunder on five Fifteen (515) days written notice to the Administrative Agent and to the NonConsenting Lender. (b) At the end of such five Fifteen (515) days, and provided that the NonConsenting Lender delivers the Note Notes held by the NonConsenting Lender to the Administrative Agent, the Lenders who have given such written notice shall Transfer the following to the NonConsenting Lender: (i) Such NonConsenting Lender’s Propro-Rata rata share of the principal and interest of the Loans to the date of such assignment. (ii) All fees distributable hereunder to the NonConsenting Lender to the date of such assignment. (iii) Any out-of-pocket costs and expenses for which the NonConsenting Lender is entitled to reimbursement from the Loan PartiesBorrowers. (c) In the event that the NonConsenting Lender fails to deliver to the Administrative Agent the Note Notes held by the NonConsenting Lender as provided in Section 15.11(b15.10(b), then: (i) The amount otherwise to be Transferred to the NonConsenting Lender shall be Transferred to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to the NonConsenting Lender upon delivery of the Note held by that NonConsenting Lender. (ii) The Note held by the NonConsenting Lender shall have no force or effect whatsoever. (iii) The NonConsenting Lender shall cease to be a “Lender”. (iv) The Lender(s) which have Transferred the amount to the Administrative Agent as described above shall have succeeded to all rights and become subject to all of the obligations of the NonConsenting Lender as a “Lender”. (d) In the event that more than One (1) Lender wishes to require such assignment, the NonConsenting Lender’s commitment hereunder shall be divided among such Lenders, pro-rata based upon their respective Revolving Credit Percentage Commitments and Term Loan CommitmentsPercentages, with the Administrative Agent coordinating such transaction. (e) The Administrative Agent shall coordinate the retirement of the Note held by the NonConsenting Lender and the issuance of Notes to those Lenders which “take-out” such NonConsenting Lender, provided, however, no processing fee otherwise to be paid as provided in Section 16.2(b) shall be due under such circumstances.