Common use of Replacement of Non-Consenting Lender Clause in Contracts

Replacement of Non-Consenting Lender. If any Lender (a "Non-Consenting Lender") refuses to consent to an amendment to or waiver of any Credit Document or provision thereof, which amendment or waiver requires unanimous consent of all the Lenders, or all the Lenders holding a particular type of Commitment, in order to be effective, then the Administrative Agent may or the Borrower may (but neither shall be obligated to), upon notice to the Non-Consenting Lender (and the Administrative Agent, if applicable), require the Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.4(b)) all of its interests, rights, duties and obligations under this Agreement and the Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to such assignment (and if a Revolving Loan Commitment is being assigned, the Issuing Bank) which consents shall not be unreasonably withheld, (iii) the interests, rights, duties and obligations of all Non-Consenting Lenders are similarly assigned to Eligible Transferees, and (iv) the Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, and participations in unreimbursed Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the Eligible Transferee (to the extent of such outstanding principal, accrued interest and accrued fees) or the Borrower (in the case of all other amounts). infoUSA Amended and Restated Credit Agreement

Replacement of Non-Consenting Lender. If If, in connection with any Lender proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a "“Non-Consenting Lender"”) refuses whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to consent replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to an amendment Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or waiver termination. (e) If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any Credit Document or provision thereof, which amendment or waiver requires unanimous consent of all the Lenders, or all the Lenders holding a particular type of Commitment, in order to be effectiveother Loan Document, then the Administrative Agent may or and the Borrower may (but neither shall be obligated to)permitted to amend, upon notice modify or supplement such provision to the cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to this Agreement. (f) Re-designation of Non-Consenting Lender Multicurrency Lender. (and i) If, in connection with any request by the Administrative AgentBorrower to add a Foreign Currency as an Agreed Foreign Currency hereunder, if applicable), require the consent of the Required Multicurrency Lenders shall have been obtained but the consent of one or more Multicurrency Lenders (each a “Non-Consenting Lender to assign and delegateMulticurrency Lender”) is not obtained, without recourse (in accordance with and subject to the restrictions contained in Section 13.4(b)) all of its interests, rights, duties and obligations under this Agreement and the Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, then the Borrower shall have received the right upon four (4) Business Days’ prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) if it is an assignment at the request of notice to the Administrative Agent and there is no Event of Default, the Borrower shall have consented to such assignment (and if a Revolving Loan Commitment is being assigned, the Issuing Bank) which consents shall not be unreasonably withheld, (iii) the interests, rights, duties and obligations of all each Non-Consenting Lenders are similarly assigned Multicurrency Lender to Eligible Transferees, and (iv) the re-designate each Non-Consenting Multicurrency Lender shall have received payment of an amount as a Dollar Lender hereunder with a Dollar Commitment equal to the outstanding principal of its Loans, and participations in unreimbursed Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the Eligible Transferee (to the extent Multicurrency Commitment of such outstanding principalNon-Consenting Multicurrency Lender in effect immediately prior to such re-designation; provided that, accrued interest no re-designation of any Multicurrency Lender’s Multicurrency Commitment shall be permitted hereunder if (A) the conditions set forth in Section 4.02 are not satisfied both before and accrued feesafter giving effect to such re-designation, (B) or the Borrower without such Issuing Bank’s consent to be re-designated pursuant to this clause (in the case of all other amountsi). infoUSA Amended and Restated Credit Agreement, any Non-Consenting Multicurrency

Replacement of Non-Consenting Lender. If If, in connection with any Lender proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a "“Non-Consenting Lender"”) refuses whose consent is required for such proposed change, waiver, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to consent replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Re-designation of Non-Consenting Multicurrency Lender. If, in connection with any request by the Borrower to add a Foreign Currency as an amendment to or waiver of any Credit Document or provision thereofAgreed Foreign Currency hereunder, which amendment or waiver requires unanimous the consent of all the Lenders, Required Multicurrency Lenders shall have been obtained but the consent of one or all the more Multicurrency Lenders holding (each a particular type of Commitment, in order to be effective“Non-Consenting Multicurrency Lender”) is not obtained, then the Borrower shall have the right upon four (4) Business Days’ prior written notice to the Administrative Agent may and each Non-Consenting Multicurrency Lender to re-designate each Non-Consenting Multicurrency Lender as a Dollar Lender hereunder with a Dollar Commitment equal to the Multicurrency Commitment of such Non-Consenting Multicurrency Lender in effect immediately prior to such re-designation; provided that, no re-designation of any Multicurrency Lender’s Multicurrency Commitment shall be permitted hereunder if (A) the conditions set forth in Section 4.02 are not satisfied both before and after giving effect to such re-designation, (B) without such Issuing Bank’s consent to be re-designated pursuant to this clause (i), any Non-Consenting Multicurrency Lender is an Issuing Bank that has an outstanding Letter of Credit denominated in an Agreed Foreign Currency as of the date of such re-designation notice or (C) after giving effect to such re-designation and the Borrower may re-allocation described in clause (ii) below, (I) any Lender’s Revolving Dollar Credit Exposure or Revolving Multicurrency Credit Exposure, as applicable, exceeds such Lender’s Dollar Commitment or Multicurrency Commitment, as applicable, (II) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeds the aggregate Dollar Commitments, (III) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeds the aggregate Multicurrency Commitments or (IV) the aggregate Revolving Credit Exposure exceeds the aggregate Commitments; provided, further, that, in the event any Non-Consenting Multicurrency Lender is an Issuing Bank that has agreed to issue Letters of Credit in Agreed Foreign Currencies (but neither shall be obligated todoes not have any Letters of Credit denominated in Agreed Foreign Currencies as of the date of such re-designation notice), upon notice such Issuing Bank shall, on and after the re-designation date, only be required to issue Letters of Credit denominated in Dollars up to the amount set forth opposite the name of such Issuing Bank on Schedule 2.05 (or such greater amount as such Issuing Bank may agree in its sole discretion). Revolving Credit Agreement 119 On the date of and immediately after giving effect to any such re-designation of the Commitment of the Non-Consenting Multicurrency Lenders pursuant to clause (i) above, the Borrower shall (A) prepay the outstanding Loans in full, (B) simultaneously borrow new Loans in an amount equal to and in the same Currencies as such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, if applicable)so that, require after giving effect thereto, (I) the Non-Consenting Lender to assign Multicurrency Loans denominated in Agreed Foreign Currencies and delegatethe Multicurrency Loans denominated in Dollars are, without recourse (in each case, held ratably by the Multicurrency Lenders in accordance with and subject to the restrictions contained in Section 13.4(b)) all of its interests, rights, duties and obligations under this Agreement and the Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheldtheir respective Multicurrency Commitments, (ii) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to such assignment (and if a Revolving Loan Commitment is being assigned, the Issuing Bank) which consents shall not be unreasonably withheld, (iiiII) the interests, rights, duties and obligations of all Non-Consenting Dollar Loans are held ratably by the Dollar Lenders are similarly assigned to Eligible Transferees, in accordance with their respective Dollar Commitments and (ivIII) the Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, and participations in unreimbursed Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the Eligible Transferee (to the extent possible, the Loans are held ratably by the Lenders in accordance with their respective Applicable Percentage and (C) pay to the Lenders the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Multicurrency Lenders and Dollar Lenders shall be deemed to have adjusted their participation interests in any outstanding principalLetters of Credit under the Multicurrency Commitments and the Dollar Commitments, accrued interest respectively, so that such interests are held ratably in accordance with clauses (I), (II) and accrued fees) or the Borrower (in the case of all other amountsIII). infoUSA Amended and Restated Credit Agreement.

Replacement of Non-Consenting Lender. If any Lender (a "“Non-Consenting Lender"”) refuses has failed to consent to an amendment a proposed amendment, waiver, discharge or termination which pursuant to or waiver the terms of any Credit Document or provision thereof, which amendment or waiver Section 14.5 requires unanimous the consent of all the Lenders, or all of the Lenders holding a particular type of Commitment, in order affected and with respect to be effectivewhich the Required Lenders shall have granted their consent, then Borrower shall have the Administrative Agent may or the Borrower may right (but neither shall be obligated to), upon notice to the unless such Non-Consenting Lender (and the Administrative Agent, if applicable), require the grants such consent) at its sole expense to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.4(b)) all of its interests, rights, duties and obligations under this Agreement and the Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to any such assignment (and if a Revolving Loan Commitment is being assigned, the Issuing Bank) which consents shall not be unreasonably withheld, (iii) the interests, rights, duties and obligations of all Non-Consenting Lenders are similarly assigned Lender agrees that it shall, upon Borrower’s request) assign its portion of the Term Loan and/or its Term Loan Commitments hereunder to Eligible Transfereesone or more assignees reasonably acceptable to Agent (unless such assignee is a Lender or an, an Affiliate of a Lender or an Approved Fund); provided, that: (a) all Obligations of Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, together with the Prepayment Fee with respect to the principal amount so paid, (b) the 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 and the replacement Lender, and (ivc) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall have received be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of an amount equal such purchase price. In connection with ​ any such assignment Borrower, Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 14.2; provided that if such Non-Consenting Lender does not comply with Section 14.2 within one (1) Business Day Borrower’s request, compliance with Section 14.2 shall not be required to the outstanding principal of its Loans, and participations in unreimbursed Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the Eligible Transferee (to the extent of effect such outstanding principal, accrued interest and accrued fees) or the Borrower (in the case of all other amounts). infoUSA Amended and Restated Credit Agreementassignment.

Replacement of Non-Consenting Lender. If any Lender (a "“Non-Consenting Lender"”) refuses has failed to consent to an amendment a proposed amendment, waiver, discharge or termination which pursuant to or waiver the terms of any Credit Document or provision thereof, which amendment or waiver Section 14.5 requires unanimous the consent of all the Lenders, or all of the Lenders holding a particular type of Commitment, in order affected and with respect to be effectivewhich the Required Lenders shall have granted their consent, then Borrower shall have the Administrative Agent may or the Borrower may right (but neither shall be obligated to), upon notice to the unless such Non-Consenting Lender (and the Administrative Agent, if applicable), require the grants such consent) at its sole expense to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.4(b)) all of its interests, rights, duties and obligations under this Agreement and the Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to any such assignment (and if a Revolving Loan Commitment is being assigned, the Issuing Bank) which consents shall not be unreasonably withheld, (iii) the interests, rights, duties and obligations of all Non-Consenting Lenders are similarly assigned Lender agrees that it shall, upon Bxxxxxxx’s request) assign its portion of the Term Loans and/or its Term Loan Commitments hereunder to Eligible Transfereesone or more assignees reasonably acceptable to Agent (unless such assignee is a Lender or an, an Affiliate of a Lender or an Approved Fund); provided, that: (a) all Obligations of Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, together with the Prepayment Fee with respect to the principal amount so paid, (b) the 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 and the replacement Lender, and (ivc) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall have received be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of an amount equal such purchase price. In connection with any such assignment Borrower, Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 14.2; provided that if such Non-Consenting Lender does not comply with Section 14.2 within one (1) Business Day Borrower’s request, compliance with Section 14.2 shall not be required to the outstanding principal of its Loans, and participations in unreimbursed Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the Eligible Transferee (to the extent of effect such outstanding principal, accrued interest and accrued fees) or the Borrower (in the case of all other amounts). infoUSA Amended and Restated Credit Agreementassignment.

Replacement of Non-Consenting Lender. If If, in connection with any Lender proposed change, waiver, amendment, consent, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a "“Non-Consenting Lender"”) refuses whose consent is required for such proposed change, waiver, amendment, consent, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to consent replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to an amendment Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or waiver termination. (e) If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any Credit Document or provision thereof, which amendment or waiver requires unanimous consent of all the Lenders, or all the Lenders holding a particular type of Commitment, in order to be effectiveother Loan Document, then the Administrative Agent may or and the Borrower may shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to this Agreement. (f) Re-designation of Non-Consenting Multicurrency Lender. (i) If, in connection with any request by the Borrower to add a Foreign Currency as an Agreed Foreign Currency hereunder, the consent of the Required Multicurrency Lenders shall have been obtained but the consent of one or more Multicurrency Lenders (each a “Non-Consenting Multicurrency Lender”) is not obtained, then the Borrower shall have the right upon four (4) Business Days’ prior written notice to the Administrative Agent and each Non-Consenting Multicurrency Lender to re-designate each Non-Consenting Multicurrency Lender as a Dollar Lender hereunder with a Dollar Commitment equal to the Multicurrency Commitment of such Non-Consenting Multicurrency Lender in effect immediately prior to such re- designation; provided that, no re-designation of any Multicurrency Lender’s Multicurrency Commitment shall be permitted hereunder if (A) the conditions set forth in Section 4.02 are not satisfied both before and after giving effect to such re-designation, (B) without such Issuing Bank’s consent to be re-designated pursuant to this clause (i), any Non-Consenting Multicurrency Lender is an Issuing Bank that has an outstanding Letter of Credit denominated in an Agreed Foreign Currency as of the date of such re-designation notice or (C) after giving effect to such re-designation and the re-allocation described in clause (ii) below, (I) any Lender’s Revolving Dollar Credit Exposure or Revolving Multicurrency Credit Exposure, as applicable, exceeds such Lender’s Dollar Commitment or Multicurrency Commitment, as applicable, (II) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeds the aggregate Dollar Commitments, (III) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeds the aggregate Multicurrency Commitments or (IV) the aggregate Revolving Credit Exposure exceeds the aggregate Commitments; provided, further, that, in the event any Non-Consenting Multicurrency Lender is an Issuing Bank that has agreed to issue Letters of Credit in Agreed Foreign Currencies (but neither shall be obligated todoes not have any Letters of Credit denominated in Agreed Foreign Currencies as of the date of such re-designation notice), upon notice such Issuing Bank shall, on and after the re-designation date, only be required to issue Letters of Credit denominated in Dollars up to the amount set forth opposite the name of such Issuing Bank on Schedule 2.05 (or such greater amount as such Issuing Bank may agree in its sole discretion). (ii) On the date of and immediately after giving effect to any such re-designation of the Commitment of the Non-Consenting Multicurrency Lenders pursuant to clause (i) above, the Borrower shall (A) prepay the outstanding Loans in full, (B) simultaneously borrow new Loans in an amount equal to and in the same Currencies as such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, if applicable), require the Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.4(b)) all of its interests, rights, duties and obligations under this Agreement and the Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to such assignment (and if a Revolving Loan Commitment is being assigned, the Issuing Bank) which consents shall not be unreasonably withheld, (iii) the interests, rights, duties and obligations of all Non-Consenting Lenders are similarly assigned to Eligible Transferees, and (iv) the Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, and participations in unreimbursed Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the Eligible Transferee (to the extent of such outstanding principal, accrued interest and accrued fees) or the Borrower (in the case of all other amounts). infoUSA Amended and Restated Credit Agreementso

Replacement of Non-Consenting Lender. If any Lender (a "“Non-Consenting Lender"”) refuses has failed to consent to an amendment a proposed amendment, waiver, discharge or termination which pursuant to or waiver the terms of any Credit Document or provision thereof, which amendment or waiver Section 14.5 requires unanimous the consent of all the Lenders, or all of the Lenders holding a particular type of Commitment, in order affected and with respect to be effectivewhich the Required Lenders shall have granted their consent, then Borrower shall have the Administrative Agent may or the Borrower may right (but neither shall be obligated to), upon notice to the unless such Non-Consenting Lender (and the Administrative Agent, if applicable), require the grants such consent) at its sole expense to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.4(b)) all of its interests, rights, duties and obligations under this Agreement and the Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to any such assignment (and if a Revolving Loan Commitment is being assigned, the Issuing Bank) which consents shall not be unreasonably withheld, (iii) the interests, rights, duties and obligations of all Non-Consenting Lenders are similarly assigned Lender agrees that it shall, upon Borrower’s request) assign its portion of the Term Loans and/or its Term Loan Commitments hereunder to Eligible Transfereesone or more assignees reasonably acceptable to Agent (unless such assignee is a Lender or an, an Affiliate of a Lender or an Approved Fund); provided, that: (a) all Obligations of Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, together with the Prepayment Fee with respect to the principal amount so paid, (b) the 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 and the replacement Lender, and (ivc) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall have received be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of an amount equal such purchase price. In connection with any such assignment Borrower, Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 14.2; provided that if such Non-Consenting Lender does not comply with Section 14.2 within one (1) Business Day Borrower’s request, compliance with Section 14.2 shall not be required to the outstanding principal of its Loans, and participations in unreimbursed Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the Eligible Transferee (to the extent of effect such outstanding principal, accrued interest and accrued fees) or the Borrower (in the case of all other amounts). infoUSA Amended and Restated Credit Agreementassignment.