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

Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided in Section 9.6, if any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or 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 (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans hereunder to one or more assignees reasonably acceptable to the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund); provided, that: (i) 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 (ii) 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. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 shall not be required to effect such assignment.

Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided If, in Section 9.6, if connection with any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waivermodification or waiver to any of the provisions of this Agreement as contemplated by clauses (a) through (g), discharge or termination which pursuant inclusive, of the first proviso to the terms of Section 9.1 requires 10.1.1, the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Lenders shall have granted their consentis obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (unless A) or (B) below, to either (A) replace each such Nonnon-Consenting consenting Lender grants or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Loans, to replace only the respective Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans hereunder to with one or more assignees financial institutions or other Persons (each a "Consenting Lender") pursuant to this Section 10.1.2 so long as at the time of such replacement, each such Consenting Lender consents to the proposed amendment, modification, or waiver or (B) terminate such non-consenting Lender's Revolving Loan Commitment and repay all outstanding Loans of such Lender which gave rise to the need to obtain such Lender's consent, in accordance with Section 2.2.1(b) and/or 3.1.1(h); provided that, unless the Revolving Loan Commitment terminated and Loans 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) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) contemplated by the first proviso to this Section 10.1.2. At the time of any replacement pursuant to this Section 10.1.2, the Consenting Lender shall enter into one or more assignment agreements, in form and substance reasonably acceptable satisfactory to the Administrative Agent Agent, pursuant to which the Consenting Lender shall acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the non-consenting Lender and (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund); provided, that: (iii) all Obligations obligations of the Borrower owing to the non-consenting Lender (including, without limitation, such Non-Consenting Lender increased costs and excluding those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being replaced paid) shall be paid in full to such Nonnon-Consenting consenting Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the replacement Lender shall purchase Consenting Lender, delivery to 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-appropriate Note or Notes executed by the Borrower, the Consenting Lender shall be necessary in connection become a Lender hereunder and the non-consenting Lender shall cease to constitute a Lender hereunder, except with such assignmentrespect to indemnification provisions under this Agreement, which shall survive as to such non-consenting Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as an Issuer may be immediately replaced hereunder at any time which it has Letters of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuer (including the furnishing of 103 111 a standby letter of credit in form and automatically effective upon payment substance, and issued by an issuer reasonably satisfactory to such Issuer or the Cash Collateralizing of Letter of Credit Outstandings in amounts and pursuant to arrangements reasonably satisfactory to such purchase price. In connection Issuer) have been made with any respect to such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 shall not be required to effect such assignmentoutstanding Letters of Credit.

Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided in Section 9.6, if any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or 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 (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund); provided, that: (i) 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 (ii) 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. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 shall not be required to effect such assignment.

Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided in Section 9.6, if If any Existing Lender (such Lender, a “Non-Consenting Lender”) has failed declines or fails to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or 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 (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender this Amendment Agreement by deeming such Non-Consenting Lender to have assigned its Loans hereunder to one or more assignees reasonably acceptable returning an executed counterpart hereof to the Administrative Agent prior to 5:00 p.m. (unless such assignee is a LenderNew York City time), an Affiliate of a Lender or an Approved Fund); providedon August 1, that: (i2013, then pursuant to Sections 3.06(b) all Obligations and 10.13 of the Borrower owing to Existing Revolving Credit Agreement, such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment and (ii) 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. No action by or consent of the Non-Consenting Existing Lender shall be necessary replaced and the Commitments, Loans and other Obligations purchased and assumed by either (x) a New Lender or (y) a Consenting Lender which is willing to increase its Commitments and Loans (identified on Schedule 1 by an asterisk), in connection with each case as evidenced by its execution and delivery of this Amendment Agreement (which will also be deemed to be its execution and delivery of an Assignment and Assumption substantially in the form of Exhibit B to the Existing Revolving Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such assignmentcapacity to all the terms therein applicable to it), which shall be immediately and automatically effective upon payment on the Closing Date (as defined in the Amended ACT Revolving Credit Agreement). The Administrative Agent agrees that notwithstanding the provisions of such purchase price. In connection with any such assignmentSection 10.13 of the Existing Revolving Credit Agreement, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 Company shall not be required to effect pay to the Administrative Agent any assignment fee in connection with the replacement of Non-Consenting Lenders. Each Consenting Lender and each New Lender hereby agrees that, with respect to any Assignment and Assumption entered into by such assignmentLender on and after the effectiveness of this Amendment Agreement, each assignee thereunder shall expressly agree to be a Consenting Lender for purposes of this Amendment Agreement, and shall be evidenced by an Assignment and Acceptance in the form attached as Annex B hereto.

Replacement of Non-Consenting Lenders. Notwithstanding anything If, (i) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly 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 the contrary provided in Section 9.6, if any Lender (such Lender, herein as a “Non-Consenting Lender”), or (ii) has failed to consent to any Lender makes a proposed amendment, waiver, discharge claim for compensation under Section 3.1 or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, 3.5 an (“Increased Cost Lender”) then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) Company may elect to replace such Non-Consenting Lender by deeming or Increased Cost Lender as a Lender party to this Agreement, provided that, concurrently with such Non-Consenting Lender replacement, (i) another bank or other entity which is reasonably satisfactory to have assigned its Loans hereunder to one or more assignees reasonably acceptable to the Company and the Administrative Agent (unless shall agree, as of such assignee is a Lenderdate, an Affiliate of a Lender or an Approved Fund); provided, that: (i) all to purchase for cash the Loans and other Obligations of the Borrower owing due to such Non-Consenting Lender being replaced or Increased Cost Lender pursuant to an Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of such Non-Consenting Lender or Increased Cost Lender to be terminated as of such date and to comply with the requirements of Section 13.3, and (ii) each Borrower shall be paid in full pay to such Non-Consenting Lender concurrently with or Increased Cost Lender in same day funds on the day of such assignment replacement (1) all interest, fees and (ii) the replacement Lender shall purchase the foregoing by paying other amounts then accrued but unpaid to such Non-Consenting Lender a price equal by such Borrower hereunder to and including the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent date of the Non-Consenting Lender shall be necessary in connection with such assignmenttermination, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, including without limitation payments due to such Non-Consenting Lender under Sections 3.1 and 3.5 (other than any disputed amounts), and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement Lender shall otherwise comply with under Section 9.6; provided, that if 3.4 had the Loans of such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 shall not be required or Increased Cost Lender been prepaid on such date rather than sold to effect such assignmentthe replacement Lender.

Replacement of Non-Consenting Lenders. Notwithstanding anything to On the contrary provided in Section 9.6Amendment No. 2 Effective Date, if any Lender (such Lenderconcurrently with the effectiveness of this Amendment No. 2, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall be deemed to have exercised its rights under Section 13.7(b) of the right (unless such Credit Agreement to require each Term B Lender and Term C Lender that is a Non-Consenting Lender grants such consent) in respect of this Amendment No. 2 to replace such Non-Consenting Lender by deeming such Non-Consenting Lender assign its Existing Term B Loans and/or Existing Term C Loans, as applicable, that are listed on Schedule 1 to have assigned this Amendment No. 2 to Citibank, N.A. (the “Replacement Lender”). By its Loans hereunder to one or more assignees reasonably acceptable to execution of this Amendment No. 2, the Administrative Agent (unless agrees to accept such assignments and the Replacement Xxxxxx agrees to accept such assignments, and approves this Amendment No. 2 in its capacity as assignee is of any such Existing Term B Loans and Existing Term C Loans and as a “Term B Lender” and “Term C Lender” hereunder. In connection with such assignments, an Affiliate of a Lender or an Approved Fund); provided, that: (i) 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 (ii) the replacement Replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender Lenders (immediately following satisfaction of Section D.2. hereof) a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent thereon and (ii) the Borrower shall repay pursuant to Section 13.7(b) of the Credit Agreement all Obligations (other than the principal amount plus accrued and unpaid interest) of the Borrower (if any) owing to such Non-Consenting Lender in respect of this Amendment No. 2 relating to the applicable Existing Term B Loans and/or Existing Term C Loans of such Non-Consenting Lender. For the avoidance of doubt, each Non-Consenting Lender shall be necessary in connection deemed to have executed an Assignment and Acceptance with such assignment, which shall be immediately and automatically effective upon payment respect to all of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 shall not be required to effect such assignmentits then outstanding Existing Term B Loan and/or Existing Term C Loans.

Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided If, in Section 9.6, if connection with any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waivermodification or waiver to any of the provisions of this Agreement as contemplated by clauses (a) through (g), discharge or termination which pursuant inclusive, of the first proviso to the terms of Section 9.1 requires 10.1.1, the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Lenders shall have granted their consentis obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (unless A) or (B) below, to either (A) replace each such Nonnon-Consenting consenting Lender grants or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Loans, to replace only the respective Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans hereunder to with one or more assignees financial institutions or other Persons (each a "Consenting Lender") pursuant to this Section 10.1.2 so long as at the time of such replacement, each such Consenting Lender consents to the proposed amendment, modification, or waiver or (B) terminate such non-consenting Lender's Revolving Loan Commitment and repay all outstanding Loans of such Lender which gave rise to the need to obtain such Lender's consent, in accordance with Section 2.2.1(b) and/or 3.1.1(h); provided that, unless the Revolving Loan Commitment terminated and Loans 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) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto, provided, further, that in any event Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender's rights (and the withholding of any required consent by such Lender) contemplated by the first proviso to this Section 10.1.2. At the time of any replacement pursuant to this Section 10.1.2, the Consenting Lender shall enter into one or more assignment agreements, in form and substance reasonably acceptable satisfactory to the Administrative Agent Agent, pursuant to which the Consenting Lender shall acquire all of the Commitments and outstanding Loans of, and participation in Letters of Credit and Swing Line Loans by, the non-consenting Lender and (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund); provided, that: (iii) all Obligations obligations of the Borrower owing to the non-consenting Lender (including, without limitation, such Non-Consenting Lender increased costs and excluding those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being replaced paid) shall be paid in full to such Nonnon-Consenting consenting Lender concurrently with such replacement. Upon the execution of the respective assignment documentation, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the replacement Lender shall purchase Consenting Lender, delivery to 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-appropriate Note or Notes executed by the Borrower, the Consenting Lender shall be necessary in connection become a Lender hereunder and the non-consenting Lender shall cease to constitute a Lender hereunder, except with such assignmentrespect to indemnification provisions under this Agreement, which shall survive as to such non-consenting Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as an Issuer may be immediately replaced hereunder at any time which it has Letters of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuer (including the furnishing of a standby letter of credit in form and automatically effective upon payment substance, and issued by an issuer reasonably satisfactory to such Issuer or the Cash Collateralizing of Letter of Credit Outstandings in amounts and pursuant to arrangements reasonably satisfactory to such purchase priceIssuer) have been made with respect to such outstanding Letters of Credit. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 shall not be required to effect such assignment.101 135

Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided in Section 9.6, if If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 10.08 requires the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Super-required Lenders shall have granted their consent, then the Borrower Borrowers shall have the right (unless such Non-Consenting Lender grants such consent) at their sole expense (including with respect to the processing and recordation fee referred to in Section 10.04(b)(ii)(B)), to replace such Non-Consenting Lender by deeming requiring such Non-Consenting Lender to have assigned (and any such Non-Consenting Lender agrees that it shall, upon the Borrower Representative’s request) assign its Loans and its Commitments (or, at the Borrower Representative’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless unless, in the case of an assignment of Term Loans, such assignee is a Lender, an Affiliate of a Lender or an Approved Fund)) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Issuing Bank; provided, provided that: (ia) all Obligations of the Borrower Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender by the assignee or the Borrowers, as applicable, concurrently with such assignment and assignment, (iib) 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. No action by or consent of thereon and (c) the Non-Consenting replacement Lender shall be necessary in connection grant its consent with such assignmentrespect to the applicable proposed amendment, which shall be immediately and automatically effective upon payment of such purchase pricewaiver, discharge or termination. In connection with any such assignment, assignment the BorrowerBorrowers, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided10.04. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, that if on behalf of such Non-Consenting Lender does not comply with as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interest hereunder in the circumstance contemplated by this Section 9.6 2.18(c) and the Administrative Agent agrees to effectuate such assignment within three (3) Business Days after Borrowerthe Borrower Representative’s request, compliance with request so long as the other conditions for such assignment set forth in this Section 9.6 shall not be required to effect such assignment2.18 and in Section 10.04 have been satisfied.

Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided in Section 9.6, if If any Existing Lender (such Lender, a “Non-Consenting Lender”) has failed declines or fails to consent to a proposed amendmentthis Restatement Agreement by returning an executed counterpart hereof to the Administrative Agent prior to the Consent Deadline (as defined in Section 5(a)(xi) below) and the condition to effectiveness set forth in Section 5(a) below is satisfied, waiver, discharge or termination which then pursuant to and in compliance with the terms of Section 9.1 requires the consent of all 4.9 of the Lenders Credit Agreement, such Existing Lender shall be replaced and its Commitments and/or Loans and other Obligations purchased and assumed by either (x) a New Lender or (y) a Consenting Lender which is willing to increase its Commitments and/or Loans, in each case upon its execution and delivery of this Restatement Agreement (which will also be deemed to be its execution and delivery of a Lender Assignment Agreement substantially in the form of Exhibit D to the Amended Credit Agreement as an “Assignee” defined therein and thereunder, agreeing in such capacity to all the terms therein applicable to it), such that immediately after giving effect to this Restatement Agreement on the Restatement Effective Date (as defined in Section 5 below), the amounts of Commitments and Loans held by each New Lender and Consenting Lender are the amounts opposite such Lender as set forth in Schedule 1 hereto. If any transaction contemplated by this Section 2 shall contradict Section 4.9 or 10.11 of the Credit Agreement, the Consenting Lenders affected and with respect to which constituting the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) hereby consent to replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans hereunder to one or more assignees reasonably acceptable to the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund); provided, that: (i) 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 (ii) 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. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 shall not be required to effect such assignmentcontradiction.

Replacement of Non-Consenting Lenders. Notwithstanding anything to the contrary provided in Section 9.6, if If any Existing Lender (such Lender, a “Non-Consenting Lender”) has failed declines or fails to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.1 requires the consent of all of the Lenders or 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 (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender this Amendment Agreement by deeming such Non-Consenting Lender to have assigned its Loans hereunder to one or more assignees reasonably acceptable returning an executed counterpart hereof to the Administrative Agent prior to 5:00 p.m. (unless such assignee is a LenderNew York City time), an Affiliate of a Lender or an Approved Fund); providedon August 1, that: (i2013, then pursuant to Sections 3.06(b) all Obligations and 10.13 of the Borrower owing to Existing Term Loan Credit Agreement, such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment and (ii) 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. No action by or consent of the Non-Consenting Existing Lender shall be necessary replaced and the Loans and other Obligations purchased and assumed by either (x) a New Lender or (y) a Consenting Lender which is willing to increase its Loans (identified on Schedule 1 by an asterisk), in connection with each case as evidenced by its execution and delivery of this Amendment Agreement (which will also be deemed to be its execution and delivery of an Assignment and Assumption substantially in the form of Exhibit B to the Existing Term Loan Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such assignmentcapacity to all the terms therein applicable to it), which shall be immediately and automatically effective upon payment on the Closing Date (as defined in the Amended ACT Term Loan Credit Agreement). The Administrative Agent agrees that notwithstanding the provisions of such purchase price. In connection with any such assignmentSection 10.13 of the Existing Term Loan Credit Agreement, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.6; provided, that if such Non-Consenting Lender does not comply with Section 9.6 within three (3) Business Days after Borrower’s request, compliance with Section 9.6 Company shall not be required to effect pay to the Administrative Agent any assignment fee in connection with the replacement of Non-Consenting Lenders. Each Consenting Lender and each New Lender hereby agrees that, with respect to any Assignment and Assumption entered into by such assignmentLender on and after the effectiveness of this Amendment Agreement, each assignee thereunder shall expressly agree to be a Consenting Lender for purposes of this Amendment Agreement, and shall be evidenced by an Assignment and Acceptance in the form attached as Annex B hereto.