Common use of Non-Consenting Lenders Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan DocumentsDocuments (including any amount pursuant to Section 2.10(j) if a Repricing Event 223 has occurred) and/or have its Commitments terminated, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections Section 2.12, Section 2.15 and Section 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt FundFund (in its sole discretion)); provided that, that in the case of this clause (ii), (1A) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if a Repricing Event has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrower, (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Requirements of Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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

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

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

Non-Consenting Lenders. 3.1 If any existing Euro Term Lender holding Euro Term Loans declines or fails to consent to this Amendment (a “Non-Consenting Lender”) by returning an executed counterpart of this Amendment to the Administrative Agent prior to April 28, 2017 at 5:00p.m. (London time), then pursuant to and in compliance with the terms of Section 11.13 of the Credit Agreement, such Euro Term Lender may be replaced and the Euro Term Loans held by it may be purchased and assumed by an assignee upon such assignee’s execution of this Amendment (which will also be deemed to be the execution of an Assignment and Assumption, and the execution of this Amendment by the Administrative Agent and the Borrower shall be deemed to be the consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Credit Agreement) thereto and payment by such assignee of the purchase price required by Section 11.13(b) of the Credit Agreement). For purposes hereof, the Administrative Agent and the Borrower agree that this Amendment shall constitute an Assignment and Assumption for purposes of the Credit Agreement and that the provisions set forth in Annex 1 (Standard Terms and Conditions for Assignment and Assumption) of Exhibit 11.06(b) to the Credit Agreement shall apply in regard to any assignments effected hereby. The Administrative Agent hereby waives any fees contemplated by Section 11.06(b) of the Credit Agreement in connection with any Assignment and Assumption contemplated by this Amendment. This Amendment constitutes the notice required to be given pursuant to Section 11.13 by the Borrower may, at its sole expense and effort, upon notice to a each Non-Consenting Lender and the Administrative Agent, require such Agent of the requirement of each Non-Consenting Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.0411.06 of the Credit Agreement), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this the Credit Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyobligations.

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

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

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

Non-Consenting Lenders. The 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 9.02 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 may, shall have the right (unless such Non-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 effort(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. 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 notice to a payment of such purchase price. In connection with any such assignment the Borrower, Agent, such Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursementsotherwise comply with Section 9.04; provided, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of that if such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment Non-Consenting Lender does not conflict comply with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendmentSection 9.04 within one Business Day after Borrower’s request, waiver or consent. A Lender compliance with Section 9.04 shall not be required to make any effect such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyassignment.

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

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

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

Non-Consenting Lenders. The Borrower may, at its sole expense and and(e) effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and Loans, premiums, fees, interest due and all other amounts payable to it (or to become payable to it upon such payoff in full) related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings assignment or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)); provided that, in the case of this clause (ii), (1) the Borrower or other assignee shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j2.10(k)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)Borrower; (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, other than as a result of a waiver by such Lender or otherwiseXxxxxx, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.. Additional Credit Facilities. Subject to Sections 2.21 and 2.22 hereof, this(f) Agreement may be amended (or amended and restated) (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion. Expenses; Indemnity;

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

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

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

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

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

Non-Consenting Lenders. The Borrower may(a) If any Lender holding Initial Term Loans immediately prior to the First Amendment Effective Date (each such Lender, at its sole expense an “Existing Term Loan Lender”) declines or fails to consent to this Amendment (each, a “Non-Consenting Lender”) by failing to return an executed counterpart to this Amendment to the Agent prior to the Consent Deadline, then pursuant to and effortin compliance with the terms of Section 2.20(a)(iv) of the Amended Credit Agreement, upon notice to a such Non-Consenting Lender may be replaced and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this the Credit Agreement and the related Loan Documents with respect to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such its Initial Term Loans shallpurchased and assigned to the Purchasing Term Lender. As of the First Amendment Effective Date, after such assignmenteach Non-Consenting Lender will be deemed to have assigned all of its then outstanding Initial Term Loans to the Purchasing Term Lender (the “Non-Consenting Lender Assignments”), be immediately deemed cancelled for all purposes pursuant to and no longer outstanding (and may not be resoldin compliance with the terms of Section 2.20(a)(iv) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)Amended Credit Agreement; provided that, in the case of this clause (ii), (1) the Borrower shall have paid that pursuant to the Administrative Agent (unless waived 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 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 Administrative Agent) the assignment fee First Amendment Effective Date all accrued and unpaid interest, fees (if any) specified in Section 10.04(b); (2) such 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 shall have received payment of an amount equal its Initial Term Loans to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyPurchasing Term Lender.

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

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon Borrowers hereby give notice to a each Non-Consenting Lender that, immediately prior to the Amendment No. 5 Effective Date, such Non-Consenting Lender shall, pursuant to Section 2.19(e) of the Credit Agreement, execute and deliver or be deemed to have executed and delivered a counterpart of the Administrative Agent, require applicable Extension Amendment Assignment (including by the Borrowers executing and delivering such Extension Amendment Assignment on behalf of such Non-Consenting Lender to (iin accordance with Section 2.19(e) be paid off of the Credit Agreement) and shall in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) accordance therewith assign and delegate, without recourse (in accordance with and subject to Section 10.07 of the restrictions contained in, and consents required by, Section 10.04Credit Agreement), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this the Credit Agreement and the related Loan Documents in respect of its Existing Term Loans. Pursuant to an Eligible Assignee that each Extension Amendment Assignment, each Non-Consenting Lender shall assume such obligations sell and assign the principal amount of its Existing Term Loans as set forth therein (which assignee may shall be another consistent with the Replacement Extended Term Commitments Schedule) to the Replacement Extending Term Lender(s) under the applicable Extension Amendment Assignment, upon the 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 Non-Consenting Lender, if a . Each Replacement Extending Term Lender accepts shall be deemed to have consented to this Amendment with respect to such purchased and assigned Existing Term Loans at the time of such assignment, orand upon the Amendment No. 5 Effective Date, solely in the case of all such assigned Existing Term Loans shall become Extended Term Loans. To the extent required pursuant to Section 10.07 of the Credit Agreement, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes each of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by and the Administrative Agent) Borrowers hereby consents to each assignment of the assignment fee (if any) specified in Section 10.04(b); (2) such Existing Term Loans of each Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required Replacement Extending Term Lender(s) pursuant to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applythis Section 1.1(d).

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

Non-Consenting Lenders. The Borrower mayEach party hereto agrees that (a) each Existing Lender that shall not have executed a Lender Consent (collectively, at its sole expense and effort, upon notice to the “Non-Extending Lenders”) shall be a Non-Consenting Lender pursuant to Section 2.21 of the Existing Credit Agreement and (b) notwithstanding the Administrative Agentprovisions of Section 2.21 of the Existing Credit Agreement and solely in connection with this Amendment, require such Lender 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 off in full for all to such Non-Extending Lender pursuant to the terms of its Loans Section 2.21 (the “Non-Extending Lenders Payment”) and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegateimmediately after the payment of the Non-Extending Lenders Payment, without recourse (each Non-Extended Loan shall be deemed permanently repaid in accordance with and subject to full. To the restrictions contained in, and consents required by, Section 10.04), all extent an Extending Lender receives an allocation of Term B-1 Loans which is less than the aggregate principal amount of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Existing Term Loans, Holdings or the Borrower (in which case portion of such Existing Term Loans shall, after such assignment, which do not become Term B-1 Loans will be immediately deemed cancelled to be Non-Extended Loans for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement Amendment and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Extending Lender shall have received payment of an amount equal be deemed a Non-Extending Lender solely with respect to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyNon-Extended Loans.

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

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

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

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

Non-Consenting Lenders. The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Non‑Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and Loans, premiums, fees, interest due and all other amounts payable to it (or to become payable to it upon such payoff in full) related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings assignment or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)); provided that, in the case of this clause (ii), (1) the Borrower or other assignee shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j2.10(k)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts)Borrower; (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, other than as a result of a waiver by such Lender or otherwiseLender, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.. 157

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

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

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

Non-Consenting Lenders. The If any Co-Lender declines to consent to any amendment, waiver or consent that shall have been requested in a writing by Borrower to Administrative Agent, which amendment, waiver or consent is a Unanimous Decision (a “Non-Consenting Lender”), and such amendment, waiver or consent is not approved (e.g., all other Co-Lenders have consented to such amendment, waiver or consent and such consent is insufficient in accordance with this Agreement to approve such amendment, waiver or consent), then Borrower, upon three (3) Business Days’ written notice to such Non-Consenting Lender (the “Consent Request Date”) may, at its sole expense and effort, upon notice to a require such Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), delegate all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee approved by Administrative Agent that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund)obligations; provided thatthat (i) as of such Consent Request Date, in no Event of Default shall have occurred and be continuing other than an Event of Default which results solely from the case subject matter of this clause the amendment, waiver or consent that such Non-Consenting Lender disapproved, (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) 199 such Non-Consenting Lender shall have received from the assignee Lender or Borrower payment of an amount equal to the outstanding principal amount of its Loans the Loan outstanding and participations in LC Disbursementsowed to such Non-Consenting Lender as of the date such Non-Consenting Lender is replaced, together with accrued and unpaid interest thereon, accrued fees and all any other amounts due and payable (including any amount pursuant to Section 2.10(j)) to it the Non-Consenting Lender hereunder in connection with any prepayment of its Loans and under the other Loan Documents from in respect of its Loan had the assignee Loan been repaid in full at such time, (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3iii) such assignment does not conflict with applicable Law; law and (4iv) the applicable such assignee shall have consented Lender consents to the applicable proposed amendment, waiver or consentconsent on account of which Borrower shall have exercised its rights pursuant to this paragraph. A Non-Consenting Lender shall not be required to make any such assignment or and delegation if, if prior thereto, as a result of a such Non-Consenting Lender consents to the applicable amendment, waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyconsent.

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

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

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

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

Non-Consenting Lenders. The Borrower Borrowers may, at its their sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or to (ii) assign and delegate, without recourse (in 157 accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16Section 2.20) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower Borrowers (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); , provided that, in the case of this clause (ii), (1i) the Borrower Borrowers shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC DisbursementsLoans, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) if any event described therein has occurred) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); , (3iii) such assignment does not conflict with applicable Law; and (4iv) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.