Common use of Assignment of Commitments Under Certain Circumstances Clause in Contracts

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, [reserved] or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers is a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Defaulting Lender, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ Borrower’s right under this Section 5.10 5.8 arises, in the case of any such assignment resulting from payments required to be made pursuant to Section 5.1, such assignment will result in a reduction in such payments thereafter and (v) if the consent of the Agent, any Letter of Credit Issuer or any the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇Lender, and any such Assignment and Acceptance so executed by the BorrowersBorrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent Agent, shall be effective for purposes of this Section 5.10 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.3, (b) subsection 10.10 or any Lender delivers a notice described in Section 5.2, (c) any Obligor is Borrower has been required to pay additional amounts to any Lender or any Governmental Authority on account Taxes in respect of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7subsection 10.12, the Borrowers mayU.S. Borrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), subsection 18.6) all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the Loan Documents U.S. Borrower and reasonably acceptable to an Eligible Assignee that the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the Borrower or the assignee, as the case of clause (d) abovemay be, no Event of Default shall have occurred and be continuing, (iii) pay to the Borrowers or such assignee shall have paid to such transferor Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the account amount and on the date of such assignment. (b) In the event that any Multicurrency Lender hereunder (including any amounts under Sections 5.1a Transferee) does not, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, deliver all forms and certificates required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or if withholding for or on account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lender, upon five Business Days' prior written notice from the U.S. Borrower, to assign the entire then outstanding principal amount of the Multicurrency Loans owing to such Multicurrency Lender shall waive its rights in respect and the entire Multicurrency Commitment of such circumstances Multicurrency Lender to one or event under Section 1.7more Lenders selected by the U.S. Borrower which, 5.1after giving effect to such assignment, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunderwill have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the event that case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a replaced ▇▇▇▇▇▇ does not execute an Assignment principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to the lesser of (i) the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and Acceptance (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to Section 12.2 within the two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10assignment, simultaneously with such assignment, the Borrowers U.S. Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required pay or cause to be paid under this Section 5.10, all amounts due to execute such an Assignment the assignor Multicurrency Lender and Acceptance the assignee Lender hereunder on behalf the effective date of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2assignments.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an "Increased Cost Lender") or (b) in connection with any Lender delivers a notice proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.710.08(e), the Borrowers mayconsent of all Lenders required hereunder would have been obtained but for such Lender's failure to consent (such Lender, at their sole expense and effort (including a "Non-Consenting Lender"); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the processing fee referred to in Section 12.2(a"Terminated Lender")), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender's account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation pursuant to Section 5.3is a Defaulting Lender, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including then with respect to each such Defaulting Lender (a “Terminated Lender”), Borrower Agent shall have the processing fee referred to in Section 12.2(a))right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Agent, require to replace such Terminated Lender with an Eligible Assignee (in accordance with and subject to restrictions of Section 13.2.4), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 13.2.4) all of its interests, rights and obligations under the Loan Documents to an such Eligible Assignee Assignee; provided, however, that no such Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any law, rule or rule, regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default such Terminated Lender shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have been paid to such Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and all fees and other amounts accrued for the such Terminated Lender’s account of or owed to it hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such Lender hereunder (including sale and purchase and shall deliver to Agent any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) Notes subject to such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtainedacceptance; provided, furtherhowever, that if prior the failure of any Terminated Lender to any execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment books and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2records.

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender requests compensation Bank (i) shall have delivered a notice or certificate pursuant to Section 5.310.3, (ii) shall become subject to the provisions of Section 10.1 or (iii) shall fail or refuse to fund its portion of any Loan or any amount with respect to any Letter of Credit for any reason other than the failure of the Borrower to satisfy the conditions precedent to the making of such Loan or issuance of such Letter of Credit hereunder, or (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is the Borrower shall be required to pay make additional amounts payments to any Lender Bank under Section 13.1 (or any Governmental Authority on account of any Lender pursuant would be required to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an make such additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including payments with respect to any future interest payment), the processing fee referred to in Section 12.2(a))Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender Bank and the Agent, require to replace such Lender Bank with an assignee (in accordance with and subject to the restrictions contained in Section 13.12(a) hereof), and such Bank hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 13.12(a) hereof) all of its such assigning Bank’s interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderassignee; provided, if a Lender accepts such assignment); provided however, that (iA) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdictiongovernmental authority, (iiB) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee Bank shall have paid pay to such Lender the affected Bank in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of the Loans made by such Bank hereunder and the amount of any Reimbursement Obligations funded by such Bank hereunder, (C) the Borrower must exercise its right to replace such Bank within forty-five (45) days of the event giving rise to the Borrower’s right to so replace such Bank, and (D) the Borrower shall pay to the affected Bank in immediately available funds on the date of such assignment the interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Bank hereunder and all fees and other amounts accrued for such Bank’s account or owed to it hereunder, together with amounts due the account of affected Bank under Section 2.4 hereunder as if the Loans owing to it were repaid on such Lender hereunder (including date rather than assigned, and provided that any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) assignment fees or other expenses otherwise payable to the Agent in connection with such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers 13.12(a) shall be entitled (but not obligated), upon receipt paid by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Borrower.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or Borrower or the Additional Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) any Lender delivers is a notice described in Section 5.2Defaulting Lender, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1then, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Defaulting Lender or Increased Cost Lender (the processing fee referred to in Section 12.2(a“Terminated Lender”)), Borrower or the Additional Borrower, as applicable, shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with (x) another Lender or (y) an assignee (in accordance with and subject to the restrictions contained in Section 9.04), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such other Lender or assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default affected Terminated Lender shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have been paid to such Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including including, without limitation, any amounts under Sections 5.1Commitment Fees). Each Lender agrees that, 5.2if it becomes a Terminated Lender, 5.3 it shall execute and 5.4), deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant assigning Lender’s Loans are evidenced by Notes) subject to Section 12.2, such consents are obtainedAssignment and Acceptance; provided, furtherhowever, that if prior the failure of any Terminated Lender to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by shall not render such replaced Lender of notice of replacement pursuant to this Section 5.10 sale and presentation to purchase (and the corresponding assignment) invalid and such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by recorded in the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Register.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or Borrower or the Additional Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.16 (each, (d) any Lender isan “Increased Cost Lender”), or becomes an Affiliate of a Person that isthen, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender (the processing fee referred to in Section 12.2(a“Terminated Lender”)), Borrower or the Additional Borrower, as applicable, shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with (x) another Lender or (y) an assignee (in accordance with and subject to the restrictions contained in Section 9.04), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such other Lender or assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default affected Terminated Lender shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have been paid to such Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender all fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including including, the Applicable Prepayment Penalty that would be payable if such Terminated Lender’s Loans had been repaid at such time). Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any amounts under Sections 5.1, 5.2, 5.3 and 5.4), Note (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant assigning Lender’s Loans are evidenced by Notes) subject to Section 12.2, such consents are obtainedAssignment and Acceptance; provided, furtherhowever, that if prior the failure of any Terminated Lender to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by shall not render such replaced Lender of notice of replacement pursuant to this Section 5.10 sale and presentation to purchase (and the corresponding assignment) invalid and such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by recorded in the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Register.

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender the Company receives a notice or certificate from a Bank requesting an amount be paid to such Bank under Section 14.3 hereof and the Required Banks have not similarly made requests compensation pursuant to Section 5.3, for payment arising out of the same circumstances or (b) the obligation of any Lender delivers a notice described in Bank to make or maintain any Eurocurrency Loan has terminated under Section 5.2, 14.1 hereof and the obligations of the Required Banks to make or maintain Eurocurrency Loans have not similarly terminated by reason of the same circumstances or (c) any Obligor is Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required to pay additional amounts to any Lender by the terms of this Agreement or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, Borrower shall be required to make additional payments to any Bank under Section 17.1 hereof (or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, would be required to make such additional payments with respect to any future interest payment) or (e) any Lender fails Bank is unable to approve an additional Alternative Currency pursuant to Section 1.7 make or delivers fund a notice that it will no longer be able to extend Loans participation in any Loan denominated in an Alternative Currency approved pursuant and the Required Banks have not similarly been unable to Section 1.7make or participate in Loans in the same Alternative Currency under the same circumstances or (f) any Bank fails to consent to an Approved Jurisdiction to which the Required Banks have consented, the Borrowers mayCompany shall have the right, but not the obligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender Bank and the Administrative Agent, require to replace such Lender Bank with an assignee (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof), and such Bank hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 17.12(a) hereof) all of its such assigning Bank's interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderassignee; provided, if a Lender accepts such assignment); provided however, that (iA) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdictiongovernmental authority, (iiB) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee Bank shall have paid pay to such Lender the affected Bank in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of the Loans made and Reimbursement Obligations funded by such Bank hereunder, (C) the Company must exercise its right to replace such Bank within one hundred twenty (120) days of the event giving rise to the Company's right to so replace such Bank, and (D) the Borrowers shall pay to the affected Bank in immediately available funds on the date of such assignment the interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Bank hereunder and all fees and other amounts accrued for the such Bank's account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (ai) any Lender requests delivers a certificate requesting compensation pursuant to Section 5.32.13, (bii) any Lender delivers a notice described in Section 5.22.14, (ciii) any Obligor a Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, 2.19 or (div) the short-term ratings of any Lender isdrop below A-1 or P-1, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers such Borrower may, at their its sole expense expense, effort and effort (including with respect to the processing fee referred to in Section 12.2(a))discretion, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under the Loan Documents this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee that assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except in the case of clause (d) above, no Event of Default such Borrower shall have occurred received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and be continuing, (iiiz) the Borrowers such Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans (other than Competitive Loans) of such Lender, Lender plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 Section 2.13 and 5.4Section 2.15), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s request 's claim for compensation under Section 2.13 or notice under Section 5.2 2.14 or 5.3, demand for additional the amounts under paid pursuant to Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.19, as the case may be, shall cease to exist cause such Lender to suffer increased costs or become inapplicable for reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any reasonaction taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its rights right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 1.7, 5.1, 5.2 2.14 or 5.3shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. In the event that . (b) If (i) any Lender shall request compensation under Section 2.13, (ii) any Lender delivers a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance notice described in Section 2.14 or (iii) a Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 12.2 within two Business Days after receipt 2.19, then, such Lender shall exercise reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or suffer any disadvantage or burden deemed by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required it to be paid significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce its claims for compensation under this Section 5.10, 2.13 or enable it to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required withdraw its notice pursuant to Section 12.22.14 or would reduce amounts payable pursuant to Section 2.19, as the Agent shall be effective for purposes of this Section 5.10 case may be, in the future. The Borrowers hereby agree to pay all reasonable costs and Section 12.2expenses incurred by any Lender in connection with any such assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or Borrower shall be required to pay make additional amounts payments or indemnity payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.16 (each, (d) any Lender isan “Increased Cost Lender”); then, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender, Borrower shall have the processing fee referred to in Section 12.2(a))right, but not the obligation, at its own expense, upon notice to such Increased Cost Lender and the Administrative Agent, require to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions and requirements contained in Section 9.04) approved by the Administrative Agent, and, in the case of any Increased Cost Lender with a Revolving Credit Commitment, also approved by the Issuing Bank and the Swingline Lender, and in the case of any Increased Cost Lender with an LC Facility Participation, also approved by the LC Facility Issuing Bank (which approval shall not be unreasonably withheld), and such Increased Cost Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under this Agreement to such assignee, and the Loan Documents Administrative Agent shall record such assignment in the Register; provided, however, that no Increased Cost Lender shall be obligated to an Eligible Assignee that shall assume make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or Borrower shall have paid pay to such the affected Increased Cost Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment payment, or applicable claim, on the outstanding Loans of made by such Increased Cost Lender, plus participations in LC Disbursements and Swingline Loans held by such Increased Cost Lender and any LC Facility Deposits by such Increased Cost Lender and all commitment fees and other fees owed to such Increased Cost Lender hereunder and all other amounts accrued for the such Increased Cost Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4Commitment Fees), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.16 (a “Terminated Lender”), (d) any Lender isBorrower shall have the right, or becomes an Affiliate of a Person that is, engaged in but not the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers mayobligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice from Borrower to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrower shall be required to pay make additional amounts payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or any Governmental Authority on account of in the event any Lender (a “Non-Consenting Lender”) does not consent to any proposed amendment to this Agreement pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in 9.02 for which the Borrowers are engagedconsent of each Lender or each Lender of any Class is required and to which the Requisite Lenders or Requisite Lenders of such Class, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7as applicable, have consented, then, the Borrowers mayBorrower shall have the right, but not the obligation, at their sole the expense and effort (including with respect to of the processing fee referred to in Section 12.2(a))Borrower, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”) and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.10) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.10) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations assignment unless (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ia) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (iib) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including including, without limitation, any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (ivCommitment Fees) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (vc) if in the case of any Non-Consenting Lender, each Non-Consenting Lender whose consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment in connection with the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement proposed amendment is removed pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.22.20.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer Issuing Bank or any Swingline Lender Canadian Funding Bank is required pursuant to Section 12.2, such consents are obtained; provided, further, provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, 5.3 or demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.75.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.105.8, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.105.8, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇Lender, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent Agent, shall be effective for purposes of this Section 5.10 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers that the Administrative Agent shall have delivered a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority certificate on account behalf of any Lender pursuant to Section 5.12.10, (d) 2.12 or 2.16, the Loan Parties shall be required to make additional payments to any Lender isunder Section 2.16, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers shall become a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Defaulting Lender, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, not later than sixty (60) days following such Lender’s delivery of such notice or certificate, to require such Lender or Defaulting Lender to transfer and assign, without recourse (or discount, in accordance with and subject to the restrictions contained in Section 12.2)9.7, all of its interests, rights and obligations under this Agreement (including, without limitation, its Revolving Commitments and its Revolving Credit Percentage of the Loan Documents Obligations) to an Eligible Assignee that one or more financial institutions chosen by the Borrower (and approved by the Administrative Agent and the Issuing Lender, which approval shall not be unreasonably withheld) which have agreed to so acquire and assume such assigned obligations (which assignee may be another Lenderinterests, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred rights and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such obligations. A Lender shall not thereafter be required to make any such transfer and assignment hereunder. In unless all Obligations owing to such Lender, including, without limitation, those arising under Sections 2.10, 2.12 and 2.16, have been paid in full and such Lender shall have no further obligations with respect to its Revolving Commitments, and no Lender shall be required to make any such transfer and assignment if prior thereto the event that circumstances entitling the Borrower to require such a replaced ▇▇▇▇▇▇ does not execute an Assignment transfer and Acceptance assignment cease to apply as a result of such Lender’s withdrawing its notice or certificate pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.102.10, the Borrowers shall be entitled (but not obligated)2.12 or 2.16, upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2as applicable.

Assignment of Commitments Under Certain Circumstances. (a) In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.3, (b) subsection 9.10 or any Lender delivers a notice described in Section 5.2, (c) any Obligor is Borrower has been required to pay additional amounts to any Lender or any Governmental Authority on account Taxes in respect of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7subsection 9.12, the Borrowers mayU.S. Borrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), subsection 17.6) all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the Loan Documents U.S. Borrower and reasonably acceptable to an Eligible Assignee that the General Administrative Agent (subject to the restrictions contained in subsection 17.6) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the Borrower or the assignee, as the case of clause (d) abovemay be, no Event of Default shall have occurred and be continuing, (iii) pay to the Borrowers or such assignee shall have paid to such transferor Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 9.10 and any amounts that would be payable under Subsection 9.11 if such amount were a prepayment made in the account amount and on the date of such assignment. (b) In the event that any Multicurrency Lender hereunder (including any amounts under Sections 5.1a Transferee) does not, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, deliver all forms and certificates required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or if withholding for or on account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lender, upon five Business Days' prior written notice from the U.S. Borrower, to assign the entire then outstanding principal amount of the Multicurrency Loans owing to such Multicurrency Lender shall waive its rights in respect and the entire Multicurrency Commitment of such circumstances Multicurrency Lender (including its obligation to share risk participations in any Swing Line Multicurrency Loans) to one or event under Section 1.7more Lenders selected by the U.S. Borrower which, 5.1after giving effect to such assignment, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunderwill have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the event that case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a replaced ▇▇▇▇▇▇ does not execute an Assignment principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to the lesser of (i) the sum of the U.S. Dollar Equivalent of the amount of (x) the Multicurrency Loans assigned to such assignee Lender and Acceptance (y) such assignee Lender's Multicurrency Commitment Percentage of the aggregate unpaid principal amount of all Swing Line Multicurrency Loans on such date and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to Section 12.2 within the two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation precedent sentences shall be effected in accordance with subsection 17.6(c) and, as a condition to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10assignment, simultaneously with such assignment, the Borrowers U.S. Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required pay or cause to be paid under this Section 5.10, all amounts due to execute such an Assignment the assignor Multicurrency Lender and Acceptance the assignee Lender hereunder on behalf the effective date of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2assignments.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any Lender delivers a notice proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.79.08(e), the Borrowers mayconsent of all Lenders required hereunder would have been obtained but for such Lender’s failure to consent (such Lender, at their sole expense and effort (including a “Non-Consenting Lender”); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the processing fee referred to in Section 12.2(a“Terminated Lender”)), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including including, without limitation, any amounts under Sections 5.1Commitment Fees). Each Lender agrees that, 5.2if it becomes a Terminated Lender, 5.3 it shall execute and 5.4), deliver to the Administrative Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant assigning Lender’s Loans are evidenced by Notes) subject to Section 12.2, such consents are obtainedAssignment and Acceptance; provided, furtherhowever, that if prior the failure of any Terminated Lender to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by shall not render such replaced Lender of notice of replacement pursuant to this Section 5.10 sale and presentation to purchase (and the corresponding assignment) invalid and such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by recorded in the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Register.

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender requests compensation Bank (i) shall have delivered a notice or certificate pursuant to Section 5.311.3, (ii) shall become subject to the provisions of Section 11.1 or (iii) shall fail or refuse to fund its portion of any Loan for any reason other than the failure of the Borrower to satisfy the conditions precedent to the making of such Loan hereunder, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is the Borrower shall be required to pay make additional amounts payments to any Lender under Section 14.1 (or any Governmental Authority on account of any Lender pursuant would be required to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an make such additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including payments with respect to any future interest payment), the processing fee referred to in Section 12.2(a))Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender Bank and the Agent, require to replace such Lender Bank with an assignee (in accordance with and subject to the restrictions contained in Section 14.12(a) hereof), and such Bank hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 14.12(a) hereof) all of its such assigning Bank's interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderassignee; provided, if a Lender accepts such assignment); provided however, that (iA) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdictiongovernmental authority, (iiB) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee Bank shall have paid pay to such Lender the affected Bank in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of the Loans made and Reimbursement Obligations funded by such Bank hereunder, (C) the Borrower must exercise its right to replace such Bank within forty-five (45) days of the event giving rise to the Borrower's right to so replace such Bank, and (D) the Borrower shall pay to the affected Bank in immediately available funds on the date of such assignment the interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Bank hereunder and all fees and other amounts accrued for the such Bank's account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the ----------------------------------------------------- event (a) that any Lender requests compensation (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to Section 5.32.12(b), (b) 2.14 or 2.15, or any Lender delivers a notice described in Section 5.2, (c) any Obligor is Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant under Section 2.16 (an "Increased Cost Lender"), then, with respect to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7---------------------- each such Increased Cost Lender, the Borrowers mayshall have the right, but not the obligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Increased Cost Lender and the Administrative Agent, require to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent and the Issuing Bank (which approval shall not be unreasonably withheld), and such Increased Cost Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no ------------------ Increased Cost Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Increased Cost Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Increased Cost Lender and participations in LC Disbursements held by such Increased Cost Lender hereunder and all fees and other amounts accrued for the such Lender's account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedFees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrowers shall be required to pay make additional amounts payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or any Governmental Authority on account of in the event any Lender (a “Non-Consenting Lender”) does not consent to any proposed amendment to this Agreement pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in 9.02 for which the Borrowers are engagedconsent of each Lender or each Lender of any Class is required and to which the Requisite Lenders or Requisite Lenders of such Class, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7as applicable, have consented, then, the Borrowers mayBorrower Representative shall have the right, but not the obligation, at their sole the expense and effort (including with respect to of the processing fee referred to in Section 12.2(a))Borrowers, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”) and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.10) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.10) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations assignment unless (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ia) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (iib) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including including, without limitation, any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (ivCommitment Fees) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (vc) if in the case of any Non-Consenting Lender, each Non-Consenting Lender whose consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment in connection with the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement proposed amendment is removed pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.22.20.

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or Borrower shall be required to make additional payments to any Lender under Section 2.16, or (b) any Lender delivers shall become a notice described in Section 5.2Defaulting Lender, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1then, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Lender (a “Terminated Lender”), Borrower shall have the processing fee referred to in Section 12.2(a))right, but not the obligation, at its own expense, upon notice from Borrower to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and all fees owed to such Terminated Lender hereunder and all other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Terminated Lender’s request account or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure owed to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender requests compensation (i) shall have delivered a notice or certificate pursuant to Section 5.32.14, (ii) shall become subject to the provisions of Section 2.15 or (iii) shall fail or refuse to fund its portion of any Loan for any reason other than the failure of the Borrower to satisfy the conditions precedent to the making of such Loan hereunder, (b) the Borrower shall be required to make additional payments to any Lender delivers a notice described in under Section 5.2, 2.20 or (c) any Obligor is required Lender shall fail or refuse, for any reason, to pay additional amounts to approve any Lender amendment, waiver or any Governmental Authority on account consent hereunder that has been approved by Lenders holding more than 85% of any Lender pursuant to Section 5.1the aggregate principal amount of (i) the Loans at such time, (dii) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which LC Exposure at such time and (iii) the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7aggregate unused Commitments at such time, the Borrowers mayBorrower shall have the right, but not the obligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, require to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04(b)), and such Lender hereby agrees to transfer and assign, assign to such assignee without recourse (in accordance with and subject to the restrictions contained in Section 12.210.04(b), ) all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderthis Agreement; provided, if a Lender accepts such assignment); provided however, that (iA) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdictionAuthority, (iiB) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid pay to such the affected Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of the Loans made by such Lender hereunder, (C) in the case of an assignment pursuant to clause (c) above, the Borrower must exercise its right to replace such Lender within 90 days of such Lender's failure to approve the applicable amendment, waiver or consent, as applicable, and (D) the Borrower shall pay to the affected Lender in immediately available funds on the date of such assignment the interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Lender hereunder and all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request 's account or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure owed to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.12 or 2.13, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrower shall be required to pay make additional amounts payments to any Lender under Section 2.09 or 2.17, or any Governmental Authority on account of Lender shall be a Defaulting Lender, or any Lender pursuant shall not consent to Section 5.1, (d) any an amendment that requires the consent of such Lender is, or becomes an Affiliate of a Person that is, engaged in the business in and to which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Majority Lenders have consented, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the AgentLender, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its such Lender’s interests, rights and obligations under this Agreement and the Loan other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to an another Eligible Assignee that identified by the Borrower and approved by the Administrative Agent, the Swingline Lender and each LC Bank to the extent required for assignments under Section 9.04(b), which financial institution shall assume such assigned obligations (which assignee may be another of such Lender for consideration equal to the outstanding principal amount of such Lender’s Advances, and if a satisfactory arrangements are made for the payment to such Lender accepts of interest and fees accrued hereunder to the date of such assignmenttransfer and all other amounts payable hereunder to such Lender on or prior to the date of such transfer, including, without limitation, amounts payable under Section 9.05(b); provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdictionAuthority, (ii) except in the assignee or the Borrower, as the case of clause (d) abovemay be, no Event of Default shall have occurred and be continuing, (iii) pay to the Borrowers or such assignee shall have paid to such Lender assignor in immediately available funds an amount equal on or prior to the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans Extensions of Credit made by such Lender, plus assignor hereunder and all fees and other amounts accrued for its account or owed to it hereunder and (iii), if the account assignee is not a Lender prior to such assignment, the Borrower shall have paid to the Administrative Agent an administrative fee of $3,500 on or prior to the date of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2assignment.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or either Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.16 (each, (dan "Increased Cost Lender") any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7then, the Borrowers mayshall have the right, but not the obligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Increased Cost Lender (the "Terminated Lender") and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender's account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (ai) any Lender requests or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 5.32.11, (bii) any Lender or the Issuing Bank delivers a notice described in Section 5.2, 2.12 or (ciii) any Obligor the Borrower is required to pay any additional amounts amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.72.17, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))effort, upon notice to such Lender or the Issuing Bank and the Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iw) no Default or Event of Default has occurred and is continuing, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except in the case of clause (d) above, no Event of Default Borrower shall have occurred received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and Swingline Lender), which consent shall not unreasonably be continuingwithheld, and (iiiz) the Borrowers Borrower or such assignee shall have paid to such the affected Lender or the Issuing Bank in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements and Swingline Loans of such Lender, Lender or the Issuing Bank plus all fees Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Sections 5.1, 5.2, 5.3 Section 2.11 and 5.4Section 2.13), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s request 's or the Issuing Bank's claim for compensation under Section 2.11 or notice under Section 5.2 2.12 or 5.3, demand for additional the amounts under paid pursuant to Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.17, as the case may be, shall cease to exist cause such Lender or become inapplicable for the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.12, or cease to result in amounts being payable under Section 2.17, as the case may be (including as a result of any reasonaction taken by such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its rights right to claim further compensation under Section 2.11 in respect of such circumstances or event or shall withdraw its notice under Section 1.7, 5.1, 5.2 2.12 or 5.3shall waive its right to further payments under Section 2.17 in respect of such circumstances or event, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. In the event case of any such assignment by an Issuing Bank, such assignment shall not affect the Issuing Bank's rights under this Agreement in respect of any Letters of Credit issued by it that remain outstanding. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.11, (ii) any Lender or the Issuing Bank delivers a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance notice described in Section 2.12 or (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 12.2 within two Business Days after receipt 2.17, then such Lender or the Issuing Bank shall exercise reasonable efforts (which shall not require such Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or suffer any disadvantage or burden deemed by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required it to be paid significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce its claims for compensation under this Section 5.10, 2.11 or enable it to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required withdraw its notice pursuant to Section 12.22.12 or would reduce amounts payable pursuant to Section 2.17, as the Agent shall be effective for purposes of this Section 5.10 case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and Section 12.2expenses incurred by any Lender or the Issuing Bank in connection with any such assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrowers shall be required to pay make additional amounts payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or any Governmental Authority on account of in the event any Lender (a “Non-Consenting Lender”) does not consent to any proposed amendment to this Agreement pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in 9.08 for which the Borrowers are engagedconsent of each Lender or each Lender of any Class is required and to which the Requisite Lenders or Requisite Lenders of such Class, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7as applicable, have consented, then, the Borrowers mayBorrower Representative shall have the right, but not the obligation, at their sole the expense and effort (including with respect to of the processing fee referred to in Section 12.2(a))Borrowers, upon notice to such Increased Cost Lender or Non-Consenting Lender (the “Terminated Lender”) and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including including, without limitation, any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (ivCommitment Fees) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (viii) if in the case of any Non-Consenting Lender, each Non-Consenting Lender whose consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment in connection with the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement proposed amendment is removed pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.22.20.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.16 (each, (dan “Increased Cost Lender”) any Lender isthen, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender (the processing fee referred to in Section 12.2(a“Terminated Lender”)), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with (x) another Lender or (y) an assignee (in accordance with and subject to the restrictions contained in Section 10.04), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such other Lender or assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default affected Terminated Lender shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have been paid to such Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.16, or the Borrower shall be required to make additional payments to any Lender under Section 2.17 (each, an "Increased Cost Lender"), or (b) in connection with any Lender delivers a notice described in Section 5.2proposed amendment, (c) any Obligor is required to pay additional amounts to any Lender modification, termination, waiver or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including consent with respect to any of the processing fee referred provisions hereof that fall within the proviso to in the first sentence of Section 12.2(a10.08(b), the consent of all Lenders would have been obtained but for one or more Lenders representing no more than 25% of the aggregate amount of Term B Loans outstanding and the Revolving Credit Commitments (or after the Revolving Credit Maturity Date, the Revolving Credit Exposure) failure to consent (each such Lender, a "Non-Consenting Lender"); then, with respect to each such Increased Cost Lender or Non-Consenting Lender (the "Terminated Lender"), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and Foreign Currency Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such LenderTerminated Lender and participations in LC Disbursements, plus Swingline Loans and Foreign Currency Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender's account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to Section 5.32.12(b), (b) 2.14 or 2.15, or any Lender delivers a notice described in Section 5.2, (c) any Obligor is Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant under Section 2.16 (an “Increased Cost Lender”), then, with respect to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7each such Increased Cost Lender, the Borrowers mayshall have the right, but not the obligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Increased Cost Lender and the Administrative Agent, require to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent and the Issuing Bank (which approval shall not be unreasonably withheld), and such Increased Cost Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Increased Cost Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Increased Cost Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Increased Cost Lender and participations in LC Disbursements held by such Increased Cost Lender hereunder and all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request account or notice under Section 5.2 or 5.3owed to it hereunder (including, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7without limitation, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedFees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event The Borrower shall be permitted to replace any Lender that (a) any Lender requests compensation reimbursement for amounts owing pursuant to Section 5.32.19, 2.20(a) or 2.22 or (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts withholds its consent to any Lender amendment, waiver or any Governmental Authority on account other modification of any Lender pursuant to Section 5.1, Loan Document requested by the Borrower that requires the consent of all of the Lenders (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)specific Lender), upon notice and such amendment, waiver or other modification of any Loan Document is consented to such Lender and by the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)Required Lenders; provided that (i) such assignment shall replacement does not conflict with any law, rule or regulation or order Requirement of any court or other Governmental Authority having jurisdictionLaw, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuingcontinuing at the time of such replacement, (iii) the Borrowers or with respect to clause (a) above only, prior to any such assignee replacement, such Lender shall have paid taken no action under Section 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.19, 2.20(a) or 2.22 or shall not have waived its right to receive same, (iv) no Agent, Arranger or Lender shall be obligated to purchase the Loans of the Lender to be replaced or to find a replacement Lender therefor, (v) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued on or prior to the date of replacement, (vi) the Borrower shall be liable to such payment replaced Lender under Section 2.21 (as though Section 2.21 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the outstanding Loans last day of such the Interest Period relating thereto, (vii) the replacement financial institution, if not already a Lender, plus all fees and other amounts accrued for shall be reasonably satisfactory to the account Administrative Agent, (viii) the replacement of such Lender hereunder shall be accomplished in accordance with the provisions of Section 10.6 (including any amounts under Sections 5.1, 5.2, 5.3 provided that the Borrower shall be obligated to pay the registration and 5.4processing fee referred to therein), (ivix) until such assignment is consummated within 180 days after time as such replacement shall be consummated, the date on which the Borrowers’ right under this Section 5.10 arises, and Borrower shall pay all additional amounts (vif any) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.22.19, such consents are obtained; provided, further, that if prior to any such assignment the circumstances 2.20(a) or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.22, as the case may be, and (x) any such replacement shall cease not eliminate or reduce the Borrower's obligations to exist or become inapplicable for any reason, or if such the replaced Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, 10.5 and all amounts then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment due and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation owing to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this under Section 5.10, the Borrowers 10.5 shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be have been paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2in full.

Assignment of Commitments Under Certain Circumstances. (a) In the event (ai) the Issuer or any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor other Note Party is required to pay any additional amounts amount to or indemnify any Lender Noteholder or any Governmental Authority on account of any Lender Noteholder pursuant to Section 5.12.12 or Section 2.18, (dii) any Lender is, or becomes an Affiliate of Noteholder has become a Person that is, engaged in the business in which the Borrowers are engaged, Defaulting Noteholder or (eiii) any Lender fails Noteholder refuses to approve an additional Alternative Currency pursuant consent to Section 1.7 any amendment, consent, waiver or delivers other modification of any Note Document requested by the Issuer that requires the consent of all Noteholders, all affected Noteholders or a notice that it will no longer be able greater percentage of the Noteholders than the Required Noteholders and such amendment, consent, waiver or other modification is consented to extend Loans in an Alternative Currency approved pursuant to Section 1.7by the Required Noteholders, the Borrowers Issuer may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(a9.04(b)), upon notice to such Lender Noteholder and the AgentNoteholder Representative, require such Lender Noteholder to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under this Agreement (or, in the Loan Documents case of clause (ii) above, all of its interests, rights and obligations with respect to the Commitments that is the subject of the related consent, amendment, waiver or other modification) to an Eligible Assignee assignee that shall assume such assigned obligations (which assignee may be another LenderNoteholder, if a Lender Noteholder accepts such assignment); provided provided, however, that (ix) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except the Issuer shall have received the prior written consent of the Noteholder Representative, which consent shall not unreasonably be withheld (it being acknowledged and agreed that (A) the consent of the Noteholder Representative shall not be required under this clause (y) in the case of an assignment of a Note to a Noteholder or an Affiliate or Related Fund of a Noteholder and (B) the consent of any person that would otherwise be required under this clause (dy) aboveshall not be required if such person is the Noteholder required to make any such transfer and assignment hereunder), no Event of Default shall have occurred and be continuing, (iiiz) the Borrowers Issuer or such assignee shall have paid to such Lender the applicable Noteholder in immediately available funds an amount equal to the sum of 100% of the principal of of, and interest accrued to the date of such payment on on, the outstanding Loans Notes of such Lender, Noteholder plus all fees Fees and other amounts accrued for the account of such Lender Noteholder hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4Redemption Premium), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, provided further, that that, no such transfer and assignment shall be required if prior to any such assignment transfer and assignment, the circumstances or event that resulted in such Lender’s request or notice the amounts paid pursuant to Section 2.18 cease to result in amounts being payable under Section 5.2 2.18 (including as a result of any action taken by such Noteholder pursuant to clause (b) below). Each Noteholder hereby grants to the Noteholder Representative an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Noteholder as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Noteholder’s interests hereunder in the circumstances contemplated by this Section 2.19(a). (b) If the Issuer or 5.3any other Note Party is required to pay any additional amount to or indemnify any Noteholder or any Governmental Authority on account of any Noteholder, demand for additional pursuant to Section 2.18, then such Noteholder shall use reasonable efforts (which shall not require such Noteholder to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Issuer or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, if such filing or assignment would reduce amounts under payable pursuant to Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.18, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2future.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”), or (b) in connection with any Lender delivers a notice described in Section 5.2proposed amendment, (c) any Obligor is required to pay additional amounts to any Lender modification, termination, waiver or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including consent with respect to any of the processing fee referred provisions hereof that fall within the proviso to in the first sentence of Section 12.2(a9.08(b), the consent of all Lenders would have been obtained but for one Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations obli- Table of Contents gations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter Commitment Fees). Table of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.Contents

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or Borrower shall be required to make additional payments to any Lender under Section 2.16, or (b) any Lender delivers shall become a notice described in Section 5.2Defaulting Lender, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1then, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Lender (a “Terminated Lender”), Borrower shall have the processing fee referred to in Section 12.2(a))right, but not the obligation, at its own expense, upon notice from Borrower to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to Section 5.32.12(b), (b) 2.14 or 2.15, or any Lender delivers a notice described in Section 5.2, (c) any Obligor is Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant under Section 2.16 (an "Increased Cost Lender"), then, with respect to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7each such Increased Cost Lender, the Borrowers mayshall have the right, but not the obligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))own expense, upon notice to such Increased Cost Lender and the Applicable Agent, require to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Applicable Agent and, in the case of a Revolving Lender, the applicable Issuing Bank (which approval shall not be unreasonably withheld), and such Increased Cost Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Increased Cost Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Increased Cost Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Increased Cost Lender and participations in LC Disbursements held by such Increased Cost Lender hereunder and all fees and other amounts accrued for the such Lender's account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedFees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”), or (b) in connection with any Lender delivers a notice described in Section 5.2proposed amendment, (c) any Obligor is required to pay additional amounts to any Lender modification, termination, waiver or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including consent with respect to any of the processing fee referred provisions hereof that fall within the proviso to in the first sentence of Section 12.2(a9.08(b), the consent of all Lenders would have been obtained but for one Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event If (a) any Lender the Company receives a notice or certificate from a Bank requesting an amount be paid to such Bank under Section 14.3 hereof and the Required Banks have not similarly made requests compensation pursuant to Section 5.3, for payment arising out of the same circumstances or (b) the obligation of any Lender delivers a notice described in Bank to make or maintain any Eurocurrency Loan has terminated under Section 5.2, 14.1 hereof and the obligations of the Required Banks to make or maintain Eurocurrency Loans have not similarly terminated by reason of the same circumstances or (c) any Obligor is Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required to pay additional amounts to any Lender by the terms of this Agreement or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, Borrower shall be required to make additional payments to any Bank under Section 17.1 hereof (or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, would be required to make such additional payments with respect to any future interest payment) or (e) any Lender fails Bank is unable to approve an additional Alternative Currency pursuant to Section 1.7 make or delivers fund a notice that it will no longer be able to extend Loans participation in any Loan denominated in an Alternative Currency approved pursuant and the Required Banks have not similarly been unable to Section 1.7make or participate in Loans in the same Alternative Currency under the same circumstances or (f) any Bank fails to consent to an Approved Jurisdiction to which the Required Banks have consented, the Borrowers mayCompany shall have the right, but not the obligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender Bank and the Administrative Agent, require to replace such Lender Bank with an assignee (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof), and such Bank hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 17.12(a) hereof) all of its such assigning Bank's interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderassignee; provided, if a Lender accepts such assignment); provided however, that (iA) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdictiongovernmental authority, (iiB) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee Bank shall have paid pay to such Lender the affected Bank in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of the Loans made and Reimbursement Obligations funded by such Bank hereunder, (C) the Company must exercise its right to replace such Bank within one hundred twenty (120) days of the event giving rise to the Company's right to so replace such Bank, and (D) the Borrowers shall pay to the affected Bank in immediately available funds on the date of such assignment the interest and fees accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Bank hereunder and all fees and other amounts accrued for the such Bank's account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In After the Initial Borrowing Date, in the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.18, or any Borrower or any Guarantor shall be required to make additional payments to any Lender under Section 2.19 (each, an “Increased Cost Lender”), (b) in connection with any Lender delivers proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof that fall within the proviso to the first sentence of Section 10.08(b), the consent of all Lenders would have been obtained but for one or more Lenders representing no more than 25% of the aggregate amount of Term Loans outstanding and the Revolving Credit Commitments (or, after the Revolving Credit Maturity Date, the Revolving Credit Exposure) failure to consent (each such Lender, a notice described in Section 5.2, “Non-Consenting Lender”) or (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1becomes a Defaulting Lender; then, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender, Non-Consenting Lender or Defaulting Lender (the processing fee referred to in Section 12.2(a“Terminated Lender”)), the Canadian Parent shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04 and which assignee, in the case of a Non-Consenting Lender, shall consent to such amendment, modification, termination, waiver or consent) approved by the Administrative Agent, the respective Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld or delayed), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Canadian Parent shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of Advances made by such Lender, plus Terminated Lender and participations in Advances and LC Disbursements held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. Duty to -------------------------------------------------------------- Mitigate. (a) In the event (ai) any Lender requests delivers a certificate requesting --------- compensation pursuant to Section 5.32.12, (bii) any Lender delivers a notice described in Section 5.2, 2.13 or (ciii) any Obligor a Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.12.18, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers Parent may, at their its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 12.2(a9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) such assignment shall not conflict with any law, -------- rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except in the case of clause (d) above, no Event of Default Parent shall have occurred received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and be continuing, (iiiz) the Borrowers Parent or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, Lender plus all fees Commitment Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 Section 2.12 and 5.4Section 2.14). (b) If (i) any Lender shall request compensation under Section 2.12, (ivii) such assignment any Lender delivers a notice described in Section 2.13 or (iii) any Borrower is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, required to pay any Letter of Credit Issuer additional amount to any Lender or any Swingline Lender is required Governmental Authority on account of any Lender, pursuant to Section 12.22.18, then such consents are obtained; providedLender shall use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by Parent or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, furtherbranches or affiliates, that if prior to any such filing or assignment the circumstances or event that resulted in such Lender’s request or notice would reduce its claims for compensation under Section 5.2 2.12 or 5.3, demand for additional enable it to withdraw its notice pursuant to Section 2.13 or would reduce amounts under payable pursuant to Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.18, as the case may be, shall cease in the future. Parent hereby agrees to exist or become inapplicable for pay all reasonable costs and expenses incurred by any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and connection with any such Assignment filing or assignment, delegation and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2transfer.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”), or (b) in connection with any Lender delivers a notice described in Section 5.2proposed amendment, (c) any Obligor is required to pay additional amounts to any Lender modification, termination, waiver or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including consent with respect to any of the processing fee referred provisions hereof that fall within the proviso to in the first sentence of Section 12.2(a9.08(b), the consent of all Lenders would have been obtained but for one Lender’s failure to consent (such Lender, a “Non-Consenting Lender”); then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations obli- Table of Contents gations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or Borrower or the Additional Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.16 (each, (d) any Lender isan "INCREASED COST LENDER"), or becomes an Affiliate of a Person that isthen, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender (the processing fee referred to in Section 12.2(a"TERMINATED LENDER")), Borrower or the Additional Borrower, as applicable, shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with (x) another Lender or (y) an assignee (in accordance with and subject to the restrictions contained in Section 9.04), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such other Lender or assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default affected Terminated Lender shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have been paid to such Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender's account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or any Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(f), in connection with any Lender delivers a notice proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 5.2, (c9.08(f) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to which the processing fee referred consent of the Requisite Lenders or the Supermajority Lenders is obtained but the required consent of such Lender is not obtained (such Lender, a “Non-Consenting Lender”); then, with respect to in Section 12.2(aeach such Increased Cost Lender and each such Non-Consenting Lender (each, a “Terminated Lender”)), the U.S. Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Terminated Lenders hereby agree to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such each affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and all fees and other amounts accrued for such Terminated Lender’s account or owed to it hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the account of Administrative Agent an Assignment and Assumption to evidence such Lender hereunder sale and purchase and shall deliver to the Administrative Agent any Note (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant assigning Lender’s Loans are evidenced by Notes) subject to Section 12.2, such consents are obtainedAssignment and Assumption; provided, furtherhowever, that if prior the failure of any Terminated Lender to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by Assumption shall not render such replaced Lender of notice of replacement pursuant to this Section 5.10 sale and presentation to purchase (and the corresponding assignment) invalid and such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by recorded in the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Register.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by a Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in 37 the judgment of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13 or 2.14, (b) any Lender delivers or a notice described in Section 5.2, (c) any Obligor is Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.19, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in Holdings shall have the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers mayright, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under this Agreement to another financial institution approved by the Loan Documents to an Eligible Assignee that Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided PROVIDED that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid pay to such the affected Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by it hereunder and a Borrower shall pay to the affected Lender in immediately available funds on such Lender, plus date all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.3, (b) subsection 5.10 or any Lender delivers a notice described in Section 5.2, (c) any Obligor is Borrower has been required to pay additional amounts to any Lender or any Governmental Authority on account Taxes in respect of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7subsection 5.12, the Borrowers mayU.S. Borrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), subsection 13.6) all of its interests, rights and obligations under this Agreement to another bank or financial institution identified by the Loan Documents U.S. Borrower and reasonably acceptable to an Eligible Assignee that the Administrative Agent (subject to the restrictions contained in subsection 13.6) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the Borrower or the assignee, as the case of clause (d) abovemay be, no Event of Default shall have occurred and be continuing, (iii) pay to the Borrowers or such assignee shall have paid to such transferor Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus made by it hereunder and all fees and other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 5.10 and any amounts that would be payable under subsection 5.11 if such amount were a prepayment made in the account amount and on the date of such assignment. (b) In the event that any Multicurrency Lender hereunder (including any amounts under Sections 5.1a Transferee) does not, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, deliver all forms and certificates required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or if withholding for or on account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lender, upon five Business Days' prior written notice from the U.S. Borrower, to assign the entire then outstanding principal amount of the Multicurrency Loans owing to such Multicurrency Lender shall waive its rights in respect and the entire Multicurrency Commitment of such circumstances Multicurrency Lender to one or event under Section 1.7more Lenders selected by the U.S. Borrower which, 5.1after giving effect to such assignment, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunderwill have a Revolving Credit Commitment in excess of its Multicurrency Commitment. In the event that case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a replaced ▇▇▇▇▇▇ does not execute an Assignment principal amount of outstanding Revolving Credit Loans owing to such assignee Lender equal to the lesser of (i) the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and Acceptance (ii) the aggregate outstanding principal amount of Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to Section 12.2 within the two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation precedent sentences shall be effected in accordance with subsection 13.6(c) and, as a condition to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10assignment, simultaneously with such assignment, the Borrowers U.S. Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required pay or cause to be paid under this Section 5.10, all amounts due to execute such an Assignment the assignor Multicurrency Lender and Acceptance the assignee Lender hereunder on behalf the effective date of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2assignments.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13 or 2.14, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or the Borrower shall be required to pay make additional amounts payments to any Lender under Section 2.09 or 2.18, or any Governmental Authority on account of Lender shall be a Defaulting Lender, or any Lender pursuant shall not consent to Section 5.1, (d) any an amendment that requires the consent of such Lender is, or becomes an Affiliate of a Person that is, engaged in the business in and to which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Majority Lenders have consented, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the AgentLender, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 8.04) all of its such Lender’s interests, rights and obligations under this Agreement and the Loan other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to an another Eligible Assignee that identified by the Borrower and approved by the Administrative Agent, the Swingline Lender and each LC Bank to the extent required for assignments under Section 8.04(b), which financial institution shall assume such assigned obligations (which assignee may be another of such Lender for consideration equal to the outstanding principal amount of such Lender’s Advances, and if a satisfactory arrangements are made for the payment to such Lender accepts of interest and fees accrued hereunder to the date of such assignmenttransfer and all other amounts payable hereunder to such Lender on or prior to the date of such transfer, including, without limitation, amounts payable under Section 8.05(b); provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdictionAuthority, (ii) except in the assignee or the Borrower, as the case of clause (d) abovemay be, no Event of Default shall have occurred and be continuing, (iii) pay to the Borrowers or such assignee shall have paid to such Lender assignor in immediately available funds an amount equal on or prior to the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans Extensions of Credit made by such Lender, plus assignor hereunder and all fees and other amounts accrued for its account or owed to it hereunder and (iii), if the account assignee is not a Lender prior to such assignment, the Borrower shall have paid to the Administrative Agent an administrative fee of $3,500 on or prior to the date of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2assignment.

Assignment of Commitments Under Certain Circumstances. (a) In the event (ai) any Lender requests or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 5.32.11, (bii) any Lender or the Issuing Bank delivers a notice described in Section 5.2, 2.12 or (ciii) any Obligor the Borrower is required to pay any additional amounts amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.72.17, the Borrowers Borrower may, at their its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))effort, upon notice to such Lender or the Issuing Bank and the Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee that assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iw) no Default or Event of Default has occurred and is continuing, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except in the case of clause (d) above, no Event of Default Borrower shall have occurred received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and Swingline Lender), which consent shall not unreasonably be continuingwithheld, and (iiiz) the Borrowers Borrower or such assignee shall have paid to such the affected Lender or the Issuing Bank in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements and Swingline Loans of such Lender, Lender or the Issuing Bank plus all fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Sections 5.1, 5.2, 5.3 Section 2.11 and 5.4Section 2.13), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s request 's or the Issuing Bank's claim for compensation under Section 2.11 or notice under Section 5.2 2.12 or 5.3, demand for additional the amounts under paid pursuant to Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.17, as the case may be, shall cease to exist cause such Lender or become inapplicable for the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.12, or cease to result in amounts being payable under Section 2.17, as the case may be (including as a result of any reasonaction taken by such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its rights right to claim further compensation under Section 2.11 in respect of such circumstances or event or shall withdraw its notice under Section 1.7, 5.1, 5.2 2.12 or 5.3shall waive its right to further payments under Section 2.17 in respect of such circumstances or event, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. In the event case of any such assignment by an Issuing Bank, such assignment shall not affect the Issuing Bank's rights under this Agreement in respect of any Letters of Credit issued by it that remain outstanding. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.11, (ii) any Lender or the Issuing Bank delivers a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance notice described in Section 2.12 or (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 12.2 within two Business Days after receipt 2.17, then such Lender or the Issuing Bank shall exercise reasonable efforts (which shall not require such Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or suffer any disadvantage or burden deemed by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required it to be paid significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce its claims for compensation under this Section 5.10, 2.11 or enable it to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required withdraw its notice pursuant to Section 12.22.12 or would reduce amounts payable pursuant to Section 2.17, as the Agent shall be effective for purposes of this Section 5.10 case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and Section 12.2expenses incurred by any Lender or the Issuing Bank in connection with any such assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by a Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13 or 2.14, (b) any Lender delivers or a notice described in Section 5.2, (c) any Obligor is Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.19, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in Holdings shall have the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers mayright, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under this Agreement to another financial institution approved by the Loan Documents to an Eligible Assignee that Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided PROVIDED that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid pay to such the affected Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by it hereunder and a Borrower shall pay to the affected Lender in immediately available funds on such Lender, plus date all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13, or the Borrower shall be required to make additional payments to any Lender under Section 2.14 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(f), in connection with any Lender delivers a notice proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 5.2, (c9.08(f) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to which the processing fee referred consent of the Requisite Lenders is obtained but the required consent of such Lender is not obtained (such Lender, a “Non-Consenting Lender”); then, with respect to in Section 12.2(aeach such Increased Cost Lender and each such Non-Consenting Lender (each, a “Terminated Lender”)), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Terminated Lenders hereby agree to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such each affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and all fees and other amounts accrued for such Terminated Lender’s account or owed to it hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the account of Administrative Agent an Assignment and Assumption to evidence such Lender hereunder sale and purchase and shall deliver to the Administrative Agent any Note (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant assigning Lender’s Loans are evidenced by Notes) subject to Section 12.2, such consents are obtainedAssignment and Assumption; provided, furtherhowever, that if prior the failure of any Terminated Lender to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by Assumption shall not render such replaced Lender of notice of replacement pursuant to this Section 5.10 sale and presentation to purchase (and the corresponding assignment) invalid and such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by recorded in the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Register.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an "INCREASED COST LENDER") or (b) in connection with any Lender delivers a notice proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.79.08(e), the Borrowers mayconsent of all Lenders required hereunder would have been obtained but for such Lender's failure to consent (such Lender, at their sole expense and effort (including a "NON-CONSENTING LENDER"); then, with respect to each such Non-Consenting Lender and Increased Cost Lender (the processing fee referred to in Section 12.2(a"TERMINATED LENDER")), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; PROVIDED, HOWEVER, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such the affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender's account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by a Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender (or Transferee), be otherwise disadvantageous to such Lender (or Transferee). (b) In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13 or 2.14, (b) any Lender delivers or a notice described in Section 5.2, (c) any Obligor is Borrower shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.19, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in Holdings shall have the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers mayright, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 11.04) all of its interests, rights and obligations under this Agreement to another financial institution approved by the Loan Documents to an Eligible Assignee that Administrative Agent (which approval shall not be unreasonably withheld) which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided PROVIDED that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid pay to such the affected Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by it hereunder and a Borrower shall pay to the affected Lender in immediately available funds on such Lender, plus date all fees and other amounts accrued for the its account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant owed to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment it hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13 or 2.14, (b) or the Borrower shall be required to make additional payments to the Administrative Agent or any Lender delivers a notice described in under Section 5.22.18, (c) any Obligor is required to pay additional amounts to or any Lender shall be a Defaulting Lender, or any Governmental Authority on account Lender shall not consent to an amendment that requires the consent of any such Lender pursuant and to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7Majority Lenders have consented, the Borrowers mayBorrower shall have the right, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to the Administrative Agent and such Lender and the AgentLender, to require such Lender to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 8.05) all of its such Lender’s interests, rights and obligations under this Agreement and the Loan other Credit Documents including without limitation in all interests in outstanding Letters of Credit, to an Eligible Assignee that another financial institution approved by the Administrative Agent, the Swingline Lender and each LC Bank to the extent required for assignments under Section 8.05(b) (which approval shall not be unreasonably withheld), which financial institution shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (i) satisfactory arrangements are made for the payment to such Lender of interest and fees accrued hereunder to the date of such transfer and all other amounts payable hereunder to such Lender on or prior to the date of such transfer, including, without limitation, amounts payable under Section 8.05(b), (ii) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuingAuthority, (iii) the Borrowers assignee or such assignee the Borrower, as the case may be, shall have paid pay to such Lender the assignor in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans Extensions of Credit made by such Lender, plus assignor hereunder and all fees and other amounts accrued for the its account of such Lender or owed to it hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) if the assignee is not a Lender prior to such assignment is consummated within 180 days after assignment, the Borrower shall have paid to the Administrative Agent an administrative fee of $3,500 on or prior to the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2assignment.

Assignment of Commitments Under Certain Circumstances. In the ----------------------------------------------------- event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13(b), (b) any Lender delivers a notice described in Section 5.22.15 or 2.16, (c) any Obligor is or the Borrowers shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.17, (d) any Lender isCCSC shall have the right, or becomes an Affiliate of a Person that is, engaged in but not the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers mayobligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, require to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Lender shall assume be obligated ----------------- to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all fees and other amounts accrued for the such Lender's account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedFacility Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.10(b), (b) any Lender delivers a notice described in Section 5.22.12 or 2.13, (c) any Obligor is or the Borrowers shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.14, (d) any Lender isCCSC shall have the right, or becomes an Affiliate of a Person that is, engaged in but not the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers mayobligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, require (a) to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment -------- ------- unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Lender hereunder and all fees and other amounts accrued for such Lender's account or owed to it hereunder or (b) to terminate the account right or obligation of such Lender hereunder (including any amounts under Sections 5.1to make Loans and reduce the Total Credit Commitment by the amount of such Lender's Commitment, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after so long as the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent amount of the Agent, any Letter of remaining Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days Commitments after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation giving effect to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, termination exceeds the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Aggregate Credit Exposure.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or Borrower shall be required to pay make additional amounts payments or indemnity payments to any Lender under Section 2.16 or any Governmental Authority on account of any Lender pursuant to Section 5.1becomes a Defaulting Lender (each, (d) any Lender isan “Increased Cost Lender”); then, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender, Borrower shall have the processing fee referred to in Section 12.2(a))right, but not the obligation, at its own expense, upon notice to such Increased Cost Lender and the Administrative Agent, require to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions and requirements contained in Section 9.04) approved by the Administrative Agent (such approval not to be unreasonably withheld), and, in the case of any Increased Cost Lender with a Revolving Credit Commitment, also approved by the Issuing Bank (such approval not to be unreasonably withheld), and such Increased Cost Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under this Agreement to such assignee, and the Loan Documents Administrative Agent shall record such assignment in the Register; provided, however, that no Increased Cost Lender shall be obligated to an Eligible Assignee that shall assume make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or Borrower shall have paid pay to such the affected Increased Cost Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment payment, or applicable claim, on the outstanding Loans of made by such Lender, plus Increased Cost Lender and all commitment fees and other fees owed to such Increased Cost Lender hereunder and all other amounts accrued for the such Increased Cost Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4Commitment Fees), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) In the event (ai) any Lender requests delivers a certificate requesting compensation pursuant to Section 5.32.13, (bii) any Lender delivers a notice described in Section 5.22.14, (ciii) any Obligor a Borrower is required to pay any additional amounts amount to any Lender or any Governmental Authority on account 39 33 of any Lender pursuant to Section 5.1, 2.19 or (div) the short-term ratings of any Lender isdrop below A-1 or P-1, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers such Borrower may, at their its sole expense expense, effort and effort (including with respect to the processing fee referred to in Section 12.2(a))discretion, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.29.04), all of its interests, rights and obligations under the Loan Documents this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee that assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (iiy) except in the case of clause (d) above, no Event of Default such Borrower shall have occurred received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and be continuing, (iiiz) the Borrowers such Borrower or such assignee shall have paid to such the affected Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans (other than Competitive Loans) of such Lender, Lender plus all fees Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 Section 2.13 and 5.4Section 2.15), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s request 's claim for compensation under Section 2.13 or notice under Section 5.2 2.14 or 5.3, demand for additional the amounts under paid pursuant to Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.72.19, as the case may be, shall cease to exist cause such Lender to suffer increased costs or become inapplicable for reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a result of any reasonaction taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its rights right to claim further compensation under Section 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 1.7, 5.1, 5.2 2.14 or 5.3shall waive its right to further payments under Section 2.19 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. In the event that . (b) If (i) any Lender shall request compensation under Section 2.13, (ii) any Lender delivers a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance notice described in Section 2.14 or (iii) a Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 12.2 within two Business Days after receipt 2.19, then, such Lender shall exercise reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or suffer any disadvantage or burden deemed by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required it to be paid significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce its claims for compensation under this Section 5.10, 2.13 or enable it to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required withdraw its notice pursuant to Section 12.22.14 or would reduce amounts payable pursuant to Section 2.19, as the Agent shall be effective for purposes of this Section 5.10 case may be, in the future. The Borrowers hereby agree to pay all reasonable costs and Section 12.2expenses incurred by any Lender in connection with any such assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.12 or 2.13, or the Borrower shall be required to make additional payments to any Lender under Section 2.14 (each, an “Increased Cost Lender”) or (b) subject to the terms and conditions of Section 9.08(e), in connection with any Lender delivers a notice proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof described in Section 5.2, (c9.08(e) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to which the processing fee referred consent of the Requisite Lenders is obtained but the required consent of such Lender is not obtained (such Lender, a “Non-Consenting Lender”); then, with respect to in Section 12.2(aeach such Increased Cost Lender and each such Non-Consenting Lender (each, a “Terminated Lender”)), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with an assignee (in accordance with and subject to the restrictions contained in Section 9.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld), and such Terminated Lenders hereby agree to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or the Borrower shall have paid pay to such each affected Terminated Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and all fees and other amounts accrued for such Terminated Lender’s account or owed to it hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to the account of Administrative Agent an Assignment and Assumption to evidence such Lender hereunder sale and purchase and shall deliver to the Administrative Agent any Note (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant assigning Lender’s Loans are evidenced by Notes) subject to Section 12.2, such consents are obtainedAssignment and Assumption; provided, furtherhowever, that if prior the failure of any Terminated Lender to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by Assumption shall not render such replaced Lender of notice of replacement pursuant to this Section 5.10 sale and presentation to purchase (and the corresponding assignment) invalid and such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by recorded in the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Register.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is or Borrower shall be required to pay make additional amounts payments or indemnity payments to any Lender under Section 2.16 or any Governmental Authority on account of any Lender pursuant to Section 5.1becomes a Defaulting Lender (each, (d) any Lender isan “Increased Cost Lender”); then, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender, Borrower shall have the processing fee referred to in Section 12.2(a))right, but not the obligation, at its own expense, upon notice to such Increased Cost Lender and the Administrative Agent, require to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions and requirements contained in Section 9.04) approved by the Administrative Agent, and, in the case of any Increased Cost Lender with a Revolving Credit Commitment, also approved by the Issuing Bank, and such Increased Cost Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 9.04) all of its interests, rights and obligations under this Agreement to such assignee, and the Loan Documents Administrative Agent shall record such assignment in the Register; provided, however, that no Increased Cost Lender shall be obligated to an Eligible Assignee that shall assume make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee or Borrower shall have paid pay to such the affected Increased Cost Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment payment, or applicable claim, on the outstanding Loans of made by such Lender, plus Increased Cost Lender and all commitment fees and other fees owed to such Increased Cost Lender hereunder and all other amounts accrued for the such Increased Cost Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4Commitment Fees), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.14 or 2.15 or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”), or (b) any a Lender delivers is a notice described in Section 5.2Defaulting Lender then, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers may, at their sole expense and effort (including with respect to each such Increased Cost Lender or Defaulting Lender (the processing fee referred to in Section 12.2(a“Terminated Lender”)), the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, require to replace such Terminated Lender with (x) another Lender or (y) an assignee (in accordance with and subject to the restrictions contained in Section 10.04), and such Terminated Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such other Lender or assignee; provided, however, that no Terminated Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default affected Terminated Lender shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have been paid to such Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans of made by such Lender, plus Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for the such Terminated Lender’s account of such Lender or owed to it hereunder (including any amounts under Sections 5.1including, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent of the Agentwithout limitation, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.10, the Borrowers shall be entitled (but not obligatedCommitment Fees), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) that any Lender requests compensation shall have delivered a notice or certificate pursuant to Section 5.32.13(b), (b) any Lender delivers a notice described in Section 5.22.15 or 2.16, (c) any Obligor is or the Borrowers shall be required to pay make additional amounts payments to any Lender or any Governmental Authority on account of any Lender pursuant to under Section 5.12.17, (d) any Lender isCCSC shall have the right, or becomes an Affiliate of a Person that is, engaged in but not the business in which the Borrowers are engaged, or (e) any Lender fails to approve an additional Alternative Currency pursuant to Section 1.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Borrowers mayobligation, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a))its own expense, upon notice to such Lender and the Administrative Agent, require (a) to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent and the Swingline Lender (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign, assign without recourse (in accordance with and subject to the restrictions contained in Section 12.2), 10.04) all of its interests, rights and obligations under the Loan Documents this Agreement to an Eligible Assignee such assignee; provided, however, that no Lender shall assume be obligated to make any such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that assignment unless (i) such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) such assignee or the Borrowers or such assignee shall have paid pay to such the affected Lender in immediately available funds an amount equal to on the sum date of 100% of such assignment the principal of and interest accrued to the date of such payment on the Loans made by such Lender and participations in Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender's account or owed to it hereunder (including, without limitation, any Facility Fees) or (b) to prepay all outstanding Loans of such Lender and participations in Swingline Loans held by such Lender, plus all fees and other amounts accrued for terminate the account right or obligation of such Lender hereunder (including any amounts under Sections 5.1to make Loans and reduce the Total Revolving Credit Commitment by the amount of such Lender's Revolving Credit Commitment, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after so long as the date on which the Borrowers’ right under this Section 5.10 arises, and (v) if the consent amount of the Agent, any Letter of remaining Revolving Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days Commitments after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.10 and presentation giving effect to such replaced Lender of an Assignment prepayment and Acceptance evidencing an assignment pursuant to this Section 5.10, termination exceeds the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.10, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.10 and Section 12.2Aggregate Revolving Credit Exposure.